Common use of Consent to Sublease Clause in Contracts

Consent to Sublease. (a) Notwithstanding the prohibition set forth in Section 6.1(a), so long as there then exists no Default of Tenant (nor any event or circumstance which, with the giving of notice or the passage of time, or both, would constitute a Default of Tenant), Landlord shall not unreasonably withhold, delay or condition its consent to one or more sublettings requested by Tenant, provided further that: (i) The business of each proposed subtenant and its use of the Premises shall be consistent with the Permitted Uses, and the financial condition and standing of the proposed subtenant shall be reasonably acceptable to Landlord (notwithstanding that Tenant will remain liable hereunder).. (ii) Neither the proposed subtenant nor any person who directly or indirectly, controls, is controlled by, or is under common control with, the proposed subtenant or any person who controls the proposed subtenant, shall be (A) a government (or subdivision or agency thereof), or (B) a medical or dental office, or (C) a tenant of the Building or the Park; (iii) The form of the proposed sublease, as well as the Landlord’s consent thereto, shall be reasonably satisfactory to Landlord and its counsel and shall comply with the applicable provisions of this Article 6; (iv) not later than fifteen (15) days prior to the proposed commencement of such sublease, Landlord shall have received information reasonably sufficient to determine compliance with the foregoing conditions; and (v) Tenant shall in all cases remain fully and primarily liable hereunder. If Tenant requests Xxxxxxxx’s consent to a sublease then, at the time of such request, Tenant shall provide Landlord with a written description of all terms and conditions of the proposed transfer, copies of the proposed documentation, and the following information about the proposed sublessee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed sublessee’s creditworthiness and character. (b) It shall not be unreasonable for Landlord to withhold its consent to any proposed sublease if (i) at the time of such request, Tenant is in default under this Lease, (ii) the proposed sublessee is a tenant in the Building or is an affiliate of such a tenant or a party that Landlord has identified as a tenant or a prospective tenant in the Building, (iii) the financial responsibility (including, without limitation, the fact that the proposed sublessee has a smaller net worth than tenant on the date of this Lease and/or such sublessee is less able financially to pay the Rent under this Lease as and when they are due and payable), nature of business, and character of the proposed transferee are not all reasonably satisfactory to Landlord, (iv) in the reasonable judgment of Landlord the purpose for which the transferee intends to use the Premises (or a portion thereof) is not in keeping with Landlord’s standards for the Building or would impose a burden on the parking facilities, elevators, Common Areas or utilities that is greater than the burden imposed by Tenant (or, in the case of retail space, is for a use that Landlord determines in its sole discretion is inconsistent with Landlord’s desired retail mix), (v) the proposed sublessee is a government entity or quasi-governmental entity or agency, (vi) the Basic Rent payable by the proposed transferee is less than the greater of: (x) the then prevailing fair market rental rate for the Premises as determined by Landlord, or (y) the Basic Rent payable by Tenant under the Lease and/or (vii) the proposed sublease would cause Landlord to be in violation of any of its obligations under another lease or agreement to which Landlord is a party. In no event shall any sublease cover fewer than 2,000 square feet of space or have a fixed term of less than one (1) year. The foregoing shall not exclude any other reasonable basis for Landlord to withhold its consent. Landlord shall have no liability for damages to Tenant or to any proposed sublessee, and Tenant shall not be permitted to terminate this Lease, if it is adjudicated that Landlord’s consent has been unreasonably withheld and such unreasonable withholding of consent constitutes a breach of this Lease or other duty to Tenant, the proposed sublessee or any other person on the part of Landlord. In such event, Xxxxxx’s sole remedy shall be to have the proposed sublease declared valid as if Xxxxxxxx’s consent had been given.

Consent to Sublease. (a) Notwithstanding the prohibition set forth in Section 6.1(a), so long as there then exists no Default but subject to Section 6.7, the following provisions shall govern Tenant's subletting of Tenant (nor any event or circumstance which, with the giving of notice or the passage of time, or both, would constitute a Default of Tenant), Premises: Landlord shall not unreasonably withhold, delay or condition withhold its consent to one or more sublettings requested by Tenant, provided further that: (i) The business of each proposed subtenant and its use of the Premises shall be consistent with the Permitted Uses, and including the financial condition and standing of the proposed subtenant shall be reasonably acceptable to Landlord (notwithstanding that Tenant will remain liable hereunder)..specific exclusions therefrom set forth in Section 5.1 hereof; (ii) In the reasonable judgment of Landlord the proposed subtenant is of a character and financial condition such as is in keeping with the standards of Landlord in those respects for the Building and the Complex; (iii) Neither the proposed subtenant subtenant, nor any person or entity who directly or indirectly, indirectly controls, is controlled by, or is under common control with, the proposed subtenant or any person who controls the proposed subtenant, shall be (A) a government entity (or subdivision or agency thereof), or (B) a medical person or dental officeentity which is negotiating (or which has, in the last twelve (12) months, negotiated) with Landlord for the rental of any space in the Site, provided Landlord has available, or will have available within six (C6) a tenant months from the effective date of the Building proposed sublease, in Landlord's Buildings at the Site, compatible space in size to the space proposed to be sublet (compatible space being defined as plus or minus ten percent (10%) of the Parkspace proposed to be sublet); (iiiiv) The form of the proposed sublease, as well as the Landlord’s consent thereto, sublease shall be reasonably satisfactory to Landlord and its counsel and shall comply with the applicable provisions of this Article 6; (ivv) not No proposed sublease for which the sublet space shall be physically segregated shall cover less than 3,000 square feet of Premises Rentable Area and Tenant shall, upon Landlord's request, remove such physical segregation prior to the expiration of the Lease Term; (vi) Not later than fifteen thirty (1530) days prior to the proposed commencement of such sublease, Landlord shall have received information reasonably sufficient to determine compliance with the foregoing conditions; and (vvii) in no event shall Tenant be released from its obligations under this Lease. Moreover, notwithstanding any such sublease which may be permitted hereunder or consented to by Landlord, Tenant shall in all cases remain fully and primarily liable hereunder. If Tenant requests Xxxxxxxx’s consent to a sublease then, at the time of such request, Tenant shall provide Landlord with a written description of all terms and conditions of the proposed transfer, copies of the proposed documentation, and the following information about the proposed sublessee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed sublessee’s creditworthiness and character. (b) It shall not be unreasonable for Landlord to withhold its consent to any proposed sublease if (i) at the time of such request, Tenant is in default under this Lease, (ii) the proposed sublessee is a tenant in the Building or is an affiliate of such a tenant or a party that Landlord has identified as a tenant or a prospective tenant in the Building, (iii) the financial responsibility (including, without limitation, the fact that the proposed sublessee has a smaller net worth than tenant on the date of this Lease and/or such sublessee is less able financially to pay the Rent under this Lease as and when they are due and payable), nature of business, and character of the proposed transferee are not all reasonably satisfactory to Landlord, (iv) in the reasonable judgment of Landlord the purpose for which the transferee intends to use the Premises (or a portion thereof) is not in keeping with Landlord’s standards for the Building or would impose a burden on the parking facilities, elevators, Common Areas or utilities that is greater than the burden imposed by Tenant (or, in the case of retail space, is for a use that Landlord determines in its sole discretion is inconsistent with Landlord’s desired retail mix), (v) the proposed sublessee is a government entity or quasi-governmental entity or agency, (vi) the Basic Rent payable by the proposed transferee is less than the greater of: (x) the then prevailing fair market rental rate for the Premises as determined by Landlord, or (y) the Basic Rent payable by Tenant under the Lease and/or (vii) the proposed sublease would cause Landlord to be in violation of any of its obligations under another lease or agreement to which Landlord is a party. In no event shall any sublease cover fewer than 2,000 square feet of space or have a fixed term of less than one (1) year. The foregoing shall not exclude any other reasonable basis for Landlord to withhold its consent. Landlord shall have no liability for damages to Tenant or to any proposed sublessee, and Tenant shall not be permitted to terminate this Lease, if it is adjudicated that Landlord’s consent has been unreasonably withheld and such unreasonable withholding of consent constitutes a breach of this Lease or other duty to Tenant, the proposed sublessee or any other person on the part of Landlord. In such event, Xxxxxx’s sole remedy shall be to have the proposed sublease declared valid as if Xxxxxxxx’s consent had been given.

Consent to Sublease. (a) Notwithstanding the prohibition set forth in Section 6.1(a), so long as there then exists no Default of Tenant (nor any event or circumstance which, with the giving of notice or the passage of time, or both, would constitute a Default of Tenant), Landlord shall not unreasonably withhold, condition or delay or condition its consent to one or more sublettings requested by Tenant, provided further that: (i) The business of each proposed subtenant and its use of the Premises shall be consistent with the Permitted Uses, and the financial condition and standing of the proposed subtenant shall be reasonably acceptable to Landlord (notwithstanding that Tenant will remain liable hereunder)..Landlord. (ii) Neither the proposed subtenant nor any person who directly or indirectly, controls, is controlled by, or is under common control with, the proposed subtenant or any person who controls the proposed subtenant, shall be (A) a government (or subdivision or agency thereof), or (B) a medical or dental office, or (C) a tenant of the Building or the Park; (iii) The form of the proposed sublease, as well as the Landlord’s consent thereto, shall be reasonably satisfactory to Landlord and its counsel and shall comply with the applicable provisions of this Article 6; (iviii) not later than fifteen (15) days prior to the proposed commencement of such sublease, Landlord shall have received information reasonably sufficient to determine compliance with the foregoing conditions; and. (viv) Tenant shall in all cases remain fully and primarily liable hereunder. If Tenant requests XxxxxxxxLandlord’s consent to a sublease then, at the time of such request, Tenant shall provide Landlord with a written description of all terms and conditions of the proposed transfersublease, copies of the proposed documentation, and the following information about the proposed sublessee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed sublessee’s creditworthiness and character. (b) It shall not be unreasonable for Landlord to withhold its consent to any proposed sublease if (i) at the time of such request, Tenant is in default under this Lease, (ii) the proposed sublessee is a tenant in the Building or is an affiliate of such a tenant tenant, or a party that Landlord has identified as a tenant or a prospective tenant in for the Building, (iii) the financial responsibility (including, without limitation, the fact that the proposed sublessee has a smaller net worth than tenant on the date of this Lease and/or such sublessee is less able financially to pay the Rent under this Lease as and when they are due and payable)responsibility, nature of business, and character of the proposed transferee are not all reasonably satisfactory to Landlord, (iv) in the reasonable judgment of Landlord the purpose for which the transferee intends to use the Premises (or a portion thereof) is not in keeping with Landlord’s standards for the Building or would impose a burden on the parking facilities, elevators, Common Areas or utilities that is greater than the burden imposed by Tenant (or, in the case of retail space, is for a use that Landlord determines in its sole discretion is inconsistent with Landlord’s desired retail mix), (v) the proposed sublessee is a government entity or quasi-quasi governmental entity or agency, and/or (vi) the Basic Rent payable by the proposed transferee is less than the greater of: (x) the then prevailing fair market rental rate for the Premises as determined by Landlord, or (y) the Basic Rent payable by Tenant under the Lease and/or (vii) the proposed sublease would cause Landlord to be in violation of any of its obligations under another lease or agreement to which Landlord is a party. In no event shall any sublease cover fewer than 2,000 1,000 square feet of space or have a fixed term of less than one two (12) yearyears. The foregoing shall not exclude any other reasonable basis for Landlord to withhold its consent. Landlord shall have no liability for damages to Tenant or to any proposed sublessee, and Tenant shall not be permitted to terminate this Lease, if it is adjudicated that Landlord’s consent has been unreasonably withheld and such unreasonable withholding of consent constitutes a breach of this Lease or other duty to Tenant, the proposed sublessee or any other person on the part of Landlord. In such event, XxxxxxTenant’s sole remedy shall be to have the proposed sublease declared valid as if XxxxxxxxLandlord’s consent had been given. Tenant shall not in any case advertise or list any subleasing availability at a rental rate that is less than the then prevailing rental rate for other space in the Building then being quoted by Landlord.

Consent to Sublease. (a) Notwithstanding the prohibition set forth in Section 6.1(a), so long as there then exists no Default of Tenant (nor any event or circumstance which, with the giving of notice or the passage of time, or both, would constitute a Default of Tenant), Landlord shall not unreasonably withhold, condition or delay or condition its consent to one or more sublettings requested by TenantXxxxxx, provided further that: (i) The business of each proposed subtenant and its use of the Premises shall be consistent with the Permitted Uses, and the financial condition and standing of the proposed subtenant shall be reasonably acceptable to Landlord (notwithstanding that Tenant will remain liable hereunder)..Landlord. (ii) Neither the proposed subtenant nor any person who directly or indirectly, controls, is controlled by, or is under common control with, the proposed subtenant or any person who controls the proposed subtenant, shall be (A) a government (or subdivision or agency thereof), or (B) a medical or dental office, or (C) a tenant of the Building or the Park; (iii) The form of the proposed sublease, as well as the Landlord’s consent thereto, shall be reasonably satisfactory to Landlord and its counsel and shall comply with the applicable provisions of this Article 6; (iviii) not later than fifteen (15) days prior to the proposed commencement of such sublease, Landlord shall have received information reasonably sufficient to determine compliance with the foregoing conditions; and. (viv) Tenant shall in all cases remain fully and primarily liable hereunder. If Tenant requests Xxxxxxxx’s consent to a sublease then, at the time of such request, Tenant shall provide Landlord with a written description of all terms and conditions of the proposed transfersublease, copies of the proposed documentation, and the following information about the proposed sublessee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed sublessee’s creditworthiness and character. (b) It shall not be unreasonable for Landlord to withhold its consent to any proposed sublease if (i) at the time of such request, Tenant is in default under this Lease, (ii) the proposed sublessee is a tenant in the Building or is an affiliate of such a tenant tenant, or a party that Landlord has identified as a tenant or a prospective tenant in for the Building, (iii) the financial responsibility (including, without limitation, the fact that the proposed sublessee has a smaller net worth than tenant on the date of this Lease and/or such sublessee is less able financially to pay the Rent under this Lease as and when they are due and payable)responsibility, nature of business, and character of the proposed transferee are not all reasonably satisfactory to Landlord, (iv) in the reasonable judgment of Landlord the purpose for which the transferee intends to use the Premises (or a portion thereof) is not in keeping with Landlord’s standards for the Building or would impose a burden on the parking facilities, elevators, Common Areas or utilities that is greater than the burden imposed by Tenant (or, in the case of retail space, is for a use that Landlord determines in its sole discretion is inconsistent with Landlord’s desired retail mix), (v) the proposed sublessee is a government entity or quasi-quasi governmental entity or agency, and/or (vi) the Basic Rent payable by the proposed transferee is less than the greater of: (x) the then prevailing fair market rental rate for the Premises as determined by Landlord, or (y) the Basic Rent payable by Tenant under the Lease and/or (vii) the proposed sublease would cause Landlord to be in violation of any of its obligations under another lease or agreement to which Landlord is a party. In no event shall any sublease cover fewer than 2,000 1,000 square feet of space or have a fixed term of less than one two (12) yearyears. The foregoing shall not exclude any other reasonable basis for Landlord to withhold its consent. Landlord shall have no liability for damages to Tenant or to any proposed sublessee, and Tenant shall not be permitted to terminate this Lease, if it is adjudicated that Landlord’s consent has been unreasonably withheld and such unreasonable withholding of consent constitutes a breach of this Lease or other duty to Tenant, the proposed sublessee or any other person on the part of Landlord. In such event, Xxxxxx’s sole remedy shall be to have the proposed sublease declared valid as if Xxxxxxxx’s consent had been given. Tenant shall not in any case advertise or list any subleasing availability at a rental rate that is less than the then prevailing rental rate for other space in the Building then being quoted by Landlord.

Consent to Sublease. (a) Notwithstanding the prohibition set forth in Section 6.1(a), so long as there then exists no Default of Tenant (nor any event or circumstance which, with the giving of notice or the passage of time, or both, would constitute a Default of Tenant), Landlord shall not unreasonably withhold, condition or delay or condition its consent to one or more sublettings requested by Tenant, provided further that: (i) The business of each proposed subtenant and its use of the Premises shall be consistent with the Permitted Uses, and the financial condition and standing of the proposed subtenant shall be reasonably acceptable to Landlord (notwithstanding that Tenant will remain liable hereunder)..Landlord. (ii) Neither the proposed subtenant subtenant, nor any person who directly or indirectly, controls, is controlled by, or is under common control with, the proposed subtenant or any person who controls the proposed subtenant, shall be (A) a government (or subdivision or agency thereof), or (B) a medical or dental office, or (C) a tenant an occupant of the Building or the Parkany other property in Boston owned or managed by Landlord or any affiliate of Landlord; (iii) The form of the proposed sublease, as well as the Landlord’s consent thereto, shall be reasonably satisfactory to Landlord and its counsel and shall comply with the applicable provisions of this Article 6; (iv) not later than fifteen (15) days prior to the proposed commencement of such sublease, Landlord shall have received information reasonably sufficient to determine compliance with the foregoing conditions; and (v) Tenant shall in all cases remain fully and primarily liable hereunder. If Tenant requests XxxxxxxxLandlord’s consent to a sublease then, at the time of such request, Tenant shall provide Landlord with a written description of all terms and conditions of the proposed transfer, copies of the proposed documentationdocumentation or a term sheet therefor, and the following information about the proposed sublessee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references reasonably sufficient to enable Landlord to determine the proposed sublessee’s creditworthiness and characterbusiness reputation. (b) It shall not be unreasonable for Landlord to withhold its consent to any proposed sublease if (i) at the time of such request, Tenant is in default under this LeaseLease (unless such default is cured within any applicable notice or cure period), (ii) the proposed sublessee is a tenant in the Building or is an affiliate of such a tenant or a party that Landlord has identified as a tenant or a prospective tenant in the Building, (iii) the financial responsibility (including, without limitation, the fact that the proposed sublessee has a smaller net worth than tenant on the date of this Lease and/or such sublessee is less able financially to pay the Rent under this Lease as and when they are due and payable)responsibility, nature of business, and character of the proposed transferee are not all reasonably satisfactory to LandlordLandlord in light of the obligations being assumed, (iv) in the reasonable judgment of Landlord the purpose for which the transferee intends to use the Premises (or a portion thereof) is not in keeping with Landlord’s standards for the Building or would impose a burden on the parking facilities, elevators, Common Areas or utilities that is greater than the burden imposed by Tenant (or, in the case of retail space, is for a use that Landlord determines in its sole discretion is inconsistent with Landlord’s desired retail mix), Tenant; (v) the proposed sublessee is a government entity or quasi-governmental entity or agency, and/or (vi) the Basic Rent payable by identity of the proposed transferee is less than subtenant or its contemplated use of the greater of: (x) the then prevailing fair market rental rate for the Premises as determined by Landlord, or (y) the Basic Rent payable by Tenant subleased premises under the Lease and/or (vii) the proposed sublease would cause Landlord to be in violation of any of its obligations under another lease or agreement to which Landlord is a party. In no event shall any sublease cover fewer than 2,000 square feet of space or have a fixed term of less than one six (16) yearmonths. The foregoing shall not exclude any other reasonable basis for Landlord to withhold its consent. Landlord shall have no liability for damages to Tenant or to any proposed sublessee, and Tenant shall not be permitted to terminate this Lease, if it is adjudicated that Landlord’s consent has been unreasonably withheld and such unreasonable withholding of consent constitutes a breach of this Lease withheld, conditioned or other duty to Tenant, the proposed sublessee or any other person on the part of Landlorddelayed. In such event, XxxxxxTenant’s sole remedy shall be to have the proposed sublease declared valid as if XxxxxxxxLandlord’s consent had been given.

Consent to Sublease. Landlord consents to the subleasing by Tenant to Subtenant of the Subleased Premises; provided, however, that: (a) Notwithstanding the prohibition set forth in Section 6.1(a), so long as there then exists no Default of Tenant (nor any event or circumstance which, with the giving of notice or the passage of time, or both, would constitute a Default of Tenant), Landlord shall not unreasonably withhold, delay or condition its such consent to one or more sublettings requested by Tenant, provided further thatdoes not: (i) The business relieve, release or discharge Tenant of each proposed subtenant and its use of any obligation to be paid or performed by Tenant under the Premises shall be consistent with the Permitted Uses, and the financial condition and standing of the proposed subtenant shall be reasonably acceptable to Landlord (notwithstanding that Tenant will remain liable hereunder).. (ii) Neither the proposed subtenant nor any person who directly or indirectly, controls, is controlled by, or is under common control with, the proposed subtenant or any person who controls the proposed subtenant, shall be (A) a government (or subdivision or agency thereof), or (B) a medical or dental office, or (C) a tenant of the Building or the Park; (iii) The form of the proposed sublease, as well as the Landlord’s consent thereto, shall be reasonably satisfactory to Landlord and its counsel and shall comply with the applicable provisions of this Article 6; (iv) not later than fifteen (15) days prior to the proposed commencement of such sublease, Landlord shall have received information reasonably sufficient to determine compliance with the foregoing conditions; and (v) Tenant shall in all cases remain fully and primarily liable hereunder. If Tenant requests Xxxxxxxx’s consent to a sublease then, at the time of such request, Tenant shall provide Landlord with a written description of all terms and conditions of the proposed transfer, copies of the proposed documentation, and the following information about the proposed sublessee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed sublessee’s creditworthiness and character. (b) It shall not be unreasonable for Landlord to withhold its consent to any proposed sublease if (i) at the time of such request, Tenant is in default under this Lease, (ii) the proposed sublessee is a tenant in the Building or is an affiliate of such a tenant or a party that Landlord has identified as a tenant or a prospective tenant in the Building, (iii) the financial responsibility (including, without limitation, the fact that payment of rent and other amounts when due under the proposed sublessee has a smaller net worth than tenant on Lease, whether occurring before or after such consent or the date of this the Sublease, and Tenant will not be released from any liability under the Lease and/or such sublessee is less able financially because of Landlord’s failure to pay give notice of default by Subtenant under or with respect to any of the Rent under this Lease provisions of the Lease, but rather Tenant and, with respect to the Subleased Premises (except as and when they are due and expressly set forth in the Sublease with respect to the amount of rent or security deposit payable), nature Subtenant shall be jointly and severally primarily liable for such payment and performance; (ii) constitute consent by Landlord to, approval or ratification by Landlord of, or agreement by Landlord with, any particular provision of businessthe Sublease or a representation or warranty by Landlord with respect to the Sublease, and character Landlord shall not in any respect or for any purpose be bound or estopped by the Sublease; or (iii) constitute a consent to any change, alteration, addition, improvement or repair to the Subleased Premises, including the installation of signage, which must be separately obtained from Landlord by Tenant in accordance with Paragraphs 9.2 or 19.2 (as the case may be) of the proposed transferee are Lease; (b) except as set forth in the Sublease, Subtenant may not all reasonably satisfactory further Sublease the Subleased Premises, allow the Subleased Premises to be used by others or assign, transfer, mortgage, encumber, pledge or hypothecate the Sublease or Subtenant’s interest in the Sublease, in whole or in part, without the prior written consent of Landlord in each instance, which consent may be withheld in accordance with the provisions of the Lease relating to assignment and subleasing of the Lease; this consent is not, and shall not be deemed or construed as, a consent to any future or other Sublease, assignment or transfer, or a consent to a Sublease term beyond the term of the Lease, or a renewal or extension of the Lease or the Sublease; (c) such consent shall not be deemed or construed to be an assignment or partial assignment of the Lease, or, except to the extent expressly provided by this Agreement, if at all, to create any privity of contract between Landlord and Subtenant with respect to the Lease; (d) such consent shall not be deemed or construed to modify, amend, waive or affect any term, condition or other provision of the Lease, waive any breach of the Lease or any of the rights or remedies of Landlord, (iv) in enlarge or increase Landlord’s obligations or Tenant’s rights under the reasonable judgment of Landlord Lease, grant to Subtenant rights that are greater than those granted to Tenant under the purpose for Lease, or waive or affect Tenant’s obligations under the Lease, which the transferee intends shall continue to use apply to the Premises (or a portion thereof) is not in keeping with Landlord’s standards for and the Building or would impose a burden on the parking facilities, elevators, Common Areas or utilities that is greater than the burden imposed by Tenant (or, in the case occupants of retail space, is for a use that Landlord determines in its sole discretion is inconsistent with Landlord’s desired retail mix), (v) the proposed sublessee is a government entity or quasi-governmental entity or agency, (vi) the Basic Rent payable by the proposed transferee is less than the greater of: (x) the then prevailing fair market rental rate for the Premises as determined if the Sublease had not been made, with the Sublease remaining in all respects subject and subordinate to the Lease, as the same may be amended; if any conflict exists between the Lease or this Agreement and the Sublease (except, as to Subtenant, as expressly set forth in the Sublease with respect to the amount of rent or security deposit payable), then the Lease or this Agreement, as applicable, shall control and prevail; (e) notwithstanding any provision of the Sublease to the contrary, Subtenant shall have no right to enforce any of Tenant’s rights under the Lease directly against Landlord, all of such rights being personal to Tenant; (f) Tenant and Subtenant shall not amend the Sublease in any respect without the prior written approval of Landlord, and in no event shall any such amendment, whether or not approved by Landlord, affect or modify or be deemed to affect or modify the Lease in any respect; (yg) for the Basic Rent payable benefit of Landlord, Subtenant agrees that Subtenant will be fully and completely bound by each and every term of the Lease relating to Subtenant’s occupancy and use of the Subleased Premises, and, except as expressly set forth in the Sublease, Subtenant expressly assumes and agrees to perform and comply with every obligation of Tenant under the Lease and/or as to the Subleased Premises, as if Subtenant were the tenant under the Lease with respect to the Subleased Premises, including, without limitation, Tenant’s obligation to indemnify Landlord in accordance with Paragraph 11.1 of the Lease and deliver financial statements in accordance with Paragraph 18.2 of the Lease; Subtenant acknowledges that Subtenant has examined and is familiar with all of the provisions of the Lease; (viih) Tenant shall be liable to Landlord for any default under the proposed sublease would cause Lease, whether such default is caused by either or both Tenant and Subtenant or anyone claiming by, through or under either Tenant or Subtenant; subject to the notice and cure provisions given to Tenant and set forth in Paragraph 16.1 of the Lease, Landlord may proceed directly against Tenant without first exhausting Landlord’s remedies against Subtenant; on a default by Subtenant under the Sublease beyond the expiration of any applicable notice and cure period given to Subtenant in the Sublease, Landlord may proceed directly against Subtenant without first exhausting Landlord’s remedies against Tenant, or Landlord may proceed directly against Tenant and Subtenant simultaneously; therefore, such consent shall not be deemed to restrict or diminish any right that Landlord may have against Tenant pursuant to the Lease or against Subtenant pursuant to the Sublease (Landlord being a third-party beneficiary of the Lease), or at law or in equity for violation of the Lease or otherwise, including, without limitation, the right to enjoin or otherwise restrain any violation of the Lease by Subtenant, and Landlord may at any time enforce the Lease against either or both Tenant and, to the extent Subtenant has assumed the obligations under the Lease with respect to the Subleased Premises, Subtenant; any breach of the Lease by either Tenant or, to the extent Subtenant has assumed the obligations under the Lease with respect to the Subleased Premises, Subtenant will entitle Landlord to avail itself of any remedy set forth in the Lease in the event of such breach, as well as any other remedy available at law to Landlord; (i) notwithstanding anything to the contrary contained in this Agreement, Landlord shall not be liable at any time for any cost or obligation of any kind arising in violation connection with the Sublease, including, without limitation, any failure of Tenant or Subtenant to perform any of its obligations under another lease the Sublease, brokerage commissions or agreement other charges or expenses, improvements to which the Subleased Premises, or security required to be given by Subtenant under the Sublease; Tenant and Subtenant jointly and severally agree to indemnify, protect, defend and hold harmless Landlord is from all claims, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) that Landlord may incur as a party. In no event result of any claim to pay any person any commission, finder’s fee or other charge in connection with the Sublease; (j) notwithstanding anything to the contrary contained in the Sublease: (i) nothing in the Sublease shall any sublease cover fewer than 2,000 square feet expand the liability or obligations of space Landlord, whether to Tenant, Subtenant or have a fixed term of less than one (1) year. The foregoing shall not exclude any other reasonable basis for person, and Landlord withholds consent to withhold its consent. Landlord anything in the Sublease that does expand or purports to expand the liability or obligations of Landlord; and (ii) Subtenant shall have no liability for damages right to Tenant expand or relocate the Subleased Premises beyond the Premises, to extend or renew the term of the Sublease beyond the existing term of the Lease or to exercise any proposed sublesseeoption to terminate, right of first offer or right of first refusal, regardless of whether Tenant may have any such right under the Lease, and Tenant Subtenant shall not be permitted have no right to terminate this Lease, if it is adjudicated that Landlordexercise Tenant’s consent has been unreasonably withheld and such unreasonable withholding of consent constitutes a breach of this Lease or other duty to Tenant, the proposed sublessee or any other person on the part of Landlord. In such event, Xxxxxxrights thereunder; Subtenant’s sole remedy for any alleged or actual breach of its rights in connection with the Subleased Premises shall be solely and exclusively against Tenant; and (k) pursuant and subject to have Paragraph 10.3 of the proposed sublease declared valid as if XxxxxxxxLease, concurrently with the execution and delivery of this Agreement, Tenant shall pay to Landlord all of Landlord’s consent had been givenreasonable and customary attorneys’ fees and costs incurred in connection with the Sublease and this Agreement.

Consent to Sublease. (a) Notwithstanding the prohibition set forth in Section 6.1(a)-------------------- 6.1 (a) in the event that Tenant shall desire to enter into any sublease of the Premises or any portion thereof, so long as there Tenant shall notify Landlord thereof, and (i) shall identify the proposed subtenant, (ii) shall state the proposed terms and conditions thereof, and (iii) shall identify the space proposed to be sublet. Provided that Landlord cannot or will not provide to such subtenant, within thirty (30) days after the proposed effective date of such sublease, reasonably comparable space in one of the TPR Properties on substantially comparable terms and conditions, then exists no Default of Tenant (nor any event or circumstance which, with the giving of notice or the passage of time, or both, would constitute a Default of Tenant), Landlord shall not unreasonably withhold, delay or condition withhold its consent to one or more sublettings the subletting requested by Tenant, provided on the further conditions that: (i) The business of each proposed subtenant and its use of the Premises shall shall: (A) be consistent with the Permitted Uses; (B) in Landlord's good faith judgment, be in keeping with the standards of the Building and the financial condition surrounding office buildings; and standing (C) not violate any "exclusive use" right or other similar restriction theretofore granted to or in favor of the proposed subtenant shall be reasonably acceptable to any other tenant or occupant of any other building owned or operated by Landlord (notwithstanding that Tenant will remain liable hereunder)..or any affiliate of Landlord. (ii) The proposed subtenant shall, in Landlord's reasonable judgment, be of good business character and reputation. (iii) Neither the proposed subtenant subtenant, nor any person who directly or indirectly, controls, is controlled by, or is under common control with, the proposed subtenant or any person who controls the proposed subtenant, shall be (A) a government (or subdivision or agency thereof). In addition, neither the proposed subtenant, nor any person who directly or indirectly, controls, is controlled by, or is under common control with, the proposed subtenant or any person who controls the proposed subtenant, shall be an occupant of any TPR Property on the date such consent request is delivered, unless within ten (B10) a medical days after Landlord's receipt of Tenant's request for Landlord's consent, Landlord shall have notified Tenant that Landlord is unwilling or dental office, or (C) a tenant of the Building or the Parkunable to accommodate such occupant's reasonable space requirements in another TPR Property; (iiiiv) The form of the proposed sublease, as well as the Landlord’s consent thereto, sublease shall be reasonably satisfactory to Landlord and its counsel and shall comply with the applicable provisions of this Article 6; (ivv) No proposed sublease shall cover less than 2,500 square feet of Premises Rentable Area or have a term of less than one (1) year; and (vi) not later than fifteen thirty (1530) days prior to the proposed commencement of such sublease, Landlord shall have received information reasonably sufficient to determine compliance with the foregoing conditions; and (v) . Moreover, notwithstanding such sublease, Tenant shall in all cases remain fully and primarily liable hereunder. If Tenant requests Xxxxxxxx’s consent to a sublease then, at the time of such request, Tenant shall provide Landlord with a written description of all terms and conditions of the proposed transfer, copies of the proposed documentation, and the following information about the proposed sublessee: name and address; reasonably satisfactory information about its business and business history; its proposed use of the Premises; banking, financial, and other credit information; and general references sufficient to enable Landlord to determine the proposed sublessee’s creditworthiness and character. (b) It shall not be unreasonable for Landlord to withhold its consent to any proposed sublease if (i) at the time of such request, Tenant is in default under this Lease, (ii) the proposed sublessee is a tenant in the Building or is an affiliate of such a tenant or a party that Landlord has identified as a tenant or a prospective tenant in the Building, (iii) the financial responsibility (including, without limitation, the fact that the proposed sublessee has a smaller net worth than tenant on the date of this Lease and/or such sublessee is less able financially to pay the Rent under this Lease as and when they are due and payable), nature of business, and character of the proposed transferee are not all reasonably satisfactory to Landlord, (iv) in the reasonable judgment of Landlord the purpose for which the transferee intends to use the Premises (or a portion thereof) is not in keeping with Landlord’s standards for the Building or would impose a burden on the parking facilities, elevators, Common Areas or utilities that is greater than the burden imposed by Tenant (or, in the case of retail space, is for a use that Landlord determines in its sole discretion is inconsistent with Landlord’s desired retail mix), (v) the proposed sublessee is a government entity or quasi-governmental entity or agency, (vi) the Basic Rent payable by the proposed transferee is less than the greater of: (x) the then prevailing fair market rental rate for the Premises as determined by Landlord, or (y) the Basic Rent payable by Tenant under the Lease and/or (vii) the proposed sublease would cause Landlord to be in violation of any of its obligations under another lease or agreement to which Landlord is a party. In no event shall any sublease cover fewer than 2,000 square feet of space or have a fixed term of less than one (1) year. The foregoing shall not exclude any other reasonable basis for Landlord to withhold its consent. Landlord shall have no liability for damages to Tenant or to any proposed sublessee, and Tenant shall not be permitted to terminate this Lease, if it is adjudicated that Landlord’s consent has been unreasonably withheld and such unreasonable withholding of consent constitutes a breach of this Lease or other duty to Tenant, the proposed sublessee or any other person on the part of Landlord. In such event, Xxxxxx’s sole remedy shall be to have the proposed sublease declared valid as if Xxxxxxxx’s consent had been given.