Common use of Landlord’s Consent Clause in Contracts

Landlord’s Consent. This Agreement and the obligations of the parties under it are expressly conditioned upon Tenant’s obtaining Landlord’s consent to this Agreement. User shall promptly deliver to Tenant any information reasonably requested by Landlord (in connection with Landlord’s approval of this Agreement) with respect to the nature and operation of User’s business, the financial condition of User, or both. Tenant and User agree, for the benefit of Landlord, that this Agreement and Landlord’s consent hereto shall not: (a) create privity of contract between Landlord and User; (b) be deemed to have amended the Lease in any regard (unless Landlord shall have expressly agreed to the amendment and such amendment is executed by all applicable parties); or (c) be construed as a waiver of Landlord’s right to consent to any assignment of the Lease by Tenant or any further subletting of premises leased pursuant to the Lease, or as a waiver of Landlord’s right to consent to any assignment by User of this Agreement or any sub-subletting of all or any part of the Property. Landlord’s consent shall, however, be deemed to evidence Landlord’s agreement that User may use the Shared Space, User Office Space and Shared Assets for the uses set forth in Section 4 above. If Landlord fails to consent to this Agreement within 30 days after the execution and delivery of this Agreement, either party may terminate this Agreement by giving notice to the other at any time thereafter, but before Landlord grants consent.

Landlord’s Consent. This Agreement and the obligations of the parties under it are expressly conditioned upon Tenant’s obtaining Landlord’s Landlord shall not unreasonably withhold, condition or delay its consent to this Agreementany proposed Transfer on the terms specified in the Transfer Notice and shall grant or deny its consent within fifteen (15) days following request therefor. User In no event shall promptly deliver to Tenant any information reasonably requested by Landlord (in connection with Landlord’s approval of this Agreement) with respect to the nature and operation of User’s business, the financial condition of User, or both. Tenant and User agree, for the benefit of Landlord, that this Agreement and Landlord’s consent hereto shall not: (a) create privity of contract between Landlord and User; (b) be deemed to have amended be unreasonable for declining to consent to a Transfer to a transferee jeopardizing directly or indirectly the Lease in status of Landlord or any regard (unless Landlord shall have expressly agreed to the amendment and such amendment is executed by all applicable parties); or (c) be construed as a waiver of Landlord’s right affiliates as a Real Estate Investment Trust under the Internal Revenue Code of 1986 (as the same may be amended from time to time, the “Revenue Code”). Notwithstanding anything contained in this Lease to the contrary, (x) no Transfer shall be consummated on any basis such that the rental or other amounts to be paid by the occupant, assignee, manager or other transferee thereunder would be based, in whole or in part, on the income or profits derived by the business activities of such occupant, assignee, manager or other transferee; (y) Landlord may withhold its consent to a Transfer with any assignment of the Lease person in which Landlord owns an interest, directly or indirectly (by Tenant or any further subletting of premises leased pursuant to the Lease, or as a waiver of Landlord’s right to consent to any assignment by User of this Agreement or any sub-subletting of all or any part of the Property. Landlord’s consent shall, however, be deemed to evidence Landlord’s agreement that User may use the Shared Space, User Office Space and Shared Assets for the uses applying constructive ownership rules set forth in Section 4 above856(d)(5) of the Revenue Code); and (z) Tenant shall not consummate a Transfer with any person or in any manner that would cause any portion of the amounts received by Landlord pursuant to this Lease or any sublease, license or other arrangement for the right to use, occupy or possess any portion of the Premises to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Revenue Code, or any similar or successor provision thereto. If The parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord fails to withhold consent to this Agreement within 30 days after any proposed Transfer where one or more of the execution and delivery of this Agreementfollowing apply, either party may terminate this Agreement by giving notice without limitation as to the other at any time thereafter, but before Landlord grants reasonable grounds for withholding consent.:

Landlord’s Consent. This Agreement and Tenant shall not, either voluntarily or by operation of law, sell, assign or transfer this Lease or sublet the obligations Property or any part thereof, or assign any right to use the Property or any part thereof (each a “Transfer”) without the prior written consent of the parties under it are expressly conditioned upon TenantLandlord, which consent may be withheld in Landlord’s obtaining sole discretion. Any attempt to do so without such prior written consent shall not be void and, at Landlord’s option, shall terminate this Lease. If Tenant requests Landlord’s consent to this Agreement. User any Transfer, Tenant shall promptly deliver provide Landlord with a copy of the proposed agreement between Tenant and its proposed transferee, which agreement must provide that the transferee expressly assumes and agrees in writing to Tenant any be bound by and directly responsible for all of Tenant’s obligations hereunder, and with all such other information reasonably requested by concerning the business and financial affairs of such proposed transferee as Landlord may request. Landlord may withhold such consent if the proposed transferee (in connection i) is unsatisfactory to Landlord as to credit, net worth, character and business standing, (ii) is a person or entity whose possession of the Property would be inconsistent with Landlord’s approval commitments with other tenants or with the mix of this Agreement) with respect to uses Landlord desires at the nature and operation of User’s business, the financial condition of UserProperty, or both. Tenant and User agree, (iii) will not occupy the Property for the benefit of Landlord, that use authorized under this Agreement and Landlord’s consent hereto shall not: (a) create privity of contract between Landlord and User; (b) be deemed to have amended the Lease in any regard (unless Landlord shall have expressly agreed to the amendment and such amendment is executed by all applicable parties); or (c) be construed as a waiver of Landlord’s right to consent to any assignment of the Lease by Tenant or any further subletting of premises leased pursuant to the Lease, or as a waiver of Landlord’s right to consent to any assignment by User of this Agreement or any sub-subletting of all or any part of the Property. Landlord’s consent shall, however, to any such Transfer shall in no event release Tenant from its liabilities or obligations hereunder nor relieve Tenant from the requirement of obtaining Landlord’s prior written consent to any further Transfer. Landlord’s acceptance of rent from any other person shall not be deemed to evidence Landlord’s agreement that User may use the Shared Space, User Office Space and Shared Assets for the uses set forth in Section 4 above. If be a waiver by Landlord fails to of any provision of this Lease or a consent to this Agreement within 30 days after the execution and delivery of this Agreement, either party may terminate this Agreement by giving notice to the other at any time thereafter, but before Landlord grants consentTransfer.

Landlord’s Consent. This Agreement and Tenant shall not, either voluntarily or by operation of law, sell, assign or transfer this Lease or sublet the obligations Property or any part thereof, or assign any right to use the Property or any part thereof (each a “Transfer”) without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole discretion. Any attempt to do so without such prior written consent shall not be void and, at Landlord’s option, shall terminate this Lease. If Tenant requests Xxxxxxxx’s consent to any Transfer, Tenant shall promptly provide Landlord with a copy of the parties under it are proposed agreement between Tenant and its proposed transferee, which agreement must provide that the transferee expressly conditioned upon assumes and agrees in writing to be bound by and directly responsible for all of Tenant’s obtaining obligations hereunder, and with all such other information concerning the business and financial affairs of such proposed transferee as Landlord may request. Landlord may withhold such consent if the proposed transferee (i) is unsatisfactory to Landlord as to credit, net worth, character and business standing, (ii) is a person or entity whose possession of the Property would be inconsistent with Xxxxxxxx’s commitments with other tenants or with the mix of uses Landlord desires at the Property, or (iii) will not occupy the Property for the use authorized under this Lease. Landlord’s consent to this Agreement. User any such Transfer shall promptly deliver to in no event release Tenant any information reasonably requested by Landlord (in connection with from its liabilities or obligations hereunder nor relieve Tenant from the requirement of obtaining Landlord’s approval prior written consent to any further Transfer. Xxxxxxxx’s acceptance of this Agreement) with respect to the nature and operation of User’s business, the financial condition of User, or both. Tenant and User agree, for the benefit of Landlord, that this Agreement and Landlord’s consent hereto rent from any other person shall not: (a) create privity of contract between Landlord and User; (b) not be deemed to have amended the Lease in any regard (unless Landlord shall have expressly agreed to the amendment and such amendment is executed by all applicable parties); or (c) be construed as a waiver by Landlord of Landlord’s right to any provision of this Lease or a consent to any assignment of the Lease by Tenant or any further subletting of premises leased pursuant to the Lease, or as a waiver of Landlord’s right to consent to any assignment by User of this Agreement or any sub-subletting of all or any part of the Property. Landlord’s consent shall, however, be deemed to evidence Landlord’s agreement that User may use the Shared Space, User Office Space and Shared Assets for the uses set forth in Section 4 above. If Landlord fails to consent to this Agreement within 30 days after the execution and delivery of this Agreement, either party may terminate this Agreement by giving notice to the other at any time thereafter, but before Landlord grants consentTransfer.

Landlord’s Consent. This Agreement and the obligations of the parties under it are expressly conditioned upon Tenant’s obtaining Except as permitted by Paragraph 27.I hereof, Tenant shall not enter into a Sublet without Landlord’s prior written consent, which consent to this Agreementshall not be unreasonably withheld, conditioned or delayed. User shall promptly deliver to Tenant Except as permitted by Paragraph 27.I, any information reasonably requested by Landlord (in connection with attempted or purported Sublet without Landlord’s approval of prior written consent shall be void and confer no rights upon any third person and, at Landlord’s election, shall terminate this Agreement) with respect to the nature and operation of User’s business, the financial condition of User, or bothLease. Tenant and User agreeEach Subtenant shall agree in writing, for the benefit of Landlord, to assume, to be bound by, and to perform and observe the terms, covenants and conditions of this Lease (with the exception of Monthly Rent) to be performed and observed by Tenant. Every Sublet shall recite that it is and shall be subject and subordinate to the provisions of this Agreement Lease, and that the termination of this Lease shall constitute a termination (at the option of the Landlord) of every such Sublet. Notwithstanding anything contained herein, (i) Tenant shall not be released from personal liability for the performance of any of the terms, covenants and conditions of this Lease by reason of Landlord’s consent hereto shall not: (a) create privity of contract between Landlord and User; (b) be deemed to have amended the Lease in any regard (a Sublet unless Landlord specifically grants such release in writing (it being agreed that Landlord has no obligation to do so), and (ii) the parties agree that it shall have expressly agreed be reasonable for Landlord to withhold its consent to any proposed Sublet when the amendment and such amendment proposed Subtenant is executed by all applicable parties); an occupant of the Property or (c) be construed as is a waiver third party which is already involved in negotiations with Landlord to lease space in the Project. Without limiting the generality of Landlord’s right discretion in determining whether it is reasonable to withhold consent to for any assignment of the Lease by Tenant or any further subletting of premises leased pursuant to the Leaserequested Sublet, or as a waiver of Landlord’s right to consent to any assignment by User of this Agreement or any sub-subletting of all or any part of the Property. Landlord’s consent shall, however, it shall be deemed reasonable for Landlord to evidence Landlord’s agreement that User may withhold such consent if the proposed Subtenant would use the Shared Space, User Office Space and Shared Assets Premises for the uses set forth in Section 4 above. If Landlord fails to consent to this Agreement within 30 days after the execution and delivery of this Agreement, either party may terminate this Agreement by giving notice to the any use other at any time thereafter, but before Landlord grants consentthan for general office purposes.

Landlord’s Consent. This Agreement In the event Landlord consents to any assignment or subletting, such consent shall not constitute a waiver of any of the restrictions of this Article XIV and the same shall apply to each successive assignment or subletting hereunder, if any. In no event shall Landlord's consent to an assignment or subletting affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee), or relieve Tenant of any of its obligations hereunder without an express written release being given by Landlord. In the event that Landlord shall consent to an assignment or subletting under this Article XIV, such assignment or subletting shall not be effective until the assignee or sublessee shall assume all of the obligations of this Lease on the parties under part of Tenant to be performed or observed and whereby the assignee or sublessee shall agree that the provisions contained in this Lease shall, notwithstanding such assignment or subletting, continue to be binding upon it are expressly conditioned upon Tenant’s obtaining Landlord’s consent to this Agreement. User shall promptly deliver to Tenant any information reasonably requested by Landlord (in connection with Landlord’s approval of this Agreement) with respect to the nature all future assignments and operation of User’s business, the financial condition of User, sublettings. Such assignment or both. Tenant sublease agreement shall be duly executed and User agree, for the benefit of a fully executed copy thereof shall be delivered to Landlord, that this Agreement and Landlord’s Landlord may collect Monthly Rent and Additional Rent due hereunder directly from the assignee or sublessee. Collection of Monthly Rent and Additional Rent directly from an assignee or sublessee shall not constitute a consent hereto shall not: (a) create privity of contract between Landlord and User; (b) be deemed to have amended the Lease in any regard (unless Landlord shall have expressly agreed to the amendment and such amendment is executed by all applicable parties); or (c) be construed as a waiver of Landlord’s right to the necessity of consent to any such assignment or subletting, nor shall such collection constitute a recognition of such assignee or sublessee as the Lease by Tenant hereunder or any further subletting a release of premises leased pursuant to Tenant from the Lease, or as a waiver of Landlord’s right to consent to any assignment by User of this Agreement or any sub-subletting performance of all or any part of the Property. Landlord’s consent shall, however, be deemed to evidence Landlord’s agreement that User may use the Shared Space, User Office Space and Shared Assets for the uses set forth in Section 4 above. If Landlord fails to consent to this Agreement within 30 days after the execution and delivery of this Agreement, either party may terminate this Agreement by giving notice to the other at any time thereafter, but before Landlord grants consentits obligations hereunder.

Landlord’s Consent. This Agreement and the obligations of the parties under it are expressly conditioned upon Tenant’s obtaining Landlord’s consent to this Agreement. User shall promptly deliver to Tenant any information reasonably requested by Landlord (in connection with Landlord’s approval of this Agreement) with respect to the nature and operation of User’s business, the financial condition of User, or both. Tenant and User agree, for the benefit of Landlord, that this Agreement and Landlord’s consent hereto shall not: (a) create privity of contract between Landlord and User; (b) be deemed to have amended the Lease in any regard (unless Landlord shall have expressly agreed to the amendment and such amendment is executed by all applicable parties); or (c) be construed as a waiver of Landlord’s right to not unreasonably withhold its consent to any assignment proposed Transfer of the Lease by Tenant or any further subletting of premises leased pursuant Subject Space to the LeaseTransferee on the terms specified in the Transfer Notice, and shall grant or as a waiver of withhold its consent within twenty (20) days following Landlord’s right to consent to any assignment by User receipt of this Agreement or any sub-subletting of all or any part of the Property. Landlord’s consent shall, however, be deemed to evidence Landlord’s agreement that User may use the Shared Space, User Office Space and Shared Assets for the uses set forth in Section 4 abovea complete Transfer Notice. If Landlord fails to respond within such twenty (20) day period, then Tenant may send Landlord a reminder notice setting forth such failure containing the following sentence at the top of such notice in bold, capitalized font at least twelve (12) points in size: “LANDLORD’S FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN LANDLORD’S DEEMED APPROVAL OF TENANT’S REQUEST FOR TRANSFER” (the “Transfer Reminder Notice”). Any such Transfer Reminder Notice shall include a complete copy of Tenant’s Transfer Notice. If Landlord fails to respond within five (5) business days after receipt of a Transfer Reminder Notice, then Tenant’s Transfer for which Tenant requested Landlord’s approval shall be deemed approved by Landlord. Without limitation as to other reasonable grounds for withholding consent, the parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to this Agreement within 30 days after any proposed Transfer where one or more of the execution and delivery of this Agreement, either party may terminate this Agreement by giving notice to the other at any time thereafter, but before Landlord grants consent.following apply:

Landlord’s Consent. This Agreement Where provision is made in this Lease for Landlord's consent and Landlord shall fail or refuse to give such consent, except to the obligations extent expressly provided herein to the contrary Tenant shall not be entitled to any damages for any withholding by Landlord of its consent, it being intended that Tenant's sole remedy shall be an action for specific performance or injunction and that such remedy shall be available only in those cases where Landlord has expressly agreed in writing not unreasonably to withhold its consent. Whenever in this Lease the consent or approval of Landlord or Tenant is required, such consent or approval shall (except to the extent that such consent or approval is specifically designated as being "within the discretion" of a party, or words to that effect, in the applicable provision) not be unreasonably withheld, conditioned or delayed, shall be in writing and shall be executed by a duly authorized officer or agent of the parties under it are expressly conditioned upon Tenant’s obtaining Landlord’s party granting such consent to this Agreement. User shall promptly deliver to Tenant any information reasonably requested by Landlord (in connection with Landlord’s approval of this Agreement) with respect to the nature and operation of User’s businessor approval; provided, the financial condition of User, or both. Tenant and User agree, for the benefit of Landlordhowever, that this Agreement and Landlord’s consent hereto Landlord shall not: (a) create privity of contract between Landlord and User; (b) be deemed to have amended reasonably withheld its consent in the Lease in event any regard (unless Landlord shall have expressly agreed Facility Mortgagee withholds its consent or otherwise objects to any proposed consent or approval. With respect only to the amendment and such amendment is executed by all applicable parties); or (c) be construed as a waiver of Landlord’s right to consent to any assignment of the Lease by matters set forth on Schedule 23.8, if either ------------- Tenant or any further subletting Landlord fails to respond within fifteen (15) days (or such shorter or longer period of premises leased pursuant time as may be expressly specified in this Lease) to a request in the Leaseform of a Notice by the other party for a consent or approval, such consent or as a waiver of Landlord’s right to consent to any assignment by User of this Agreement or any sub-subletting of all or any part of the Property. Landlord’s consent shall, however, approval shall be deemed to evidence Landlord’s agreement that User may use the Shared Space, User Office Space and Shared Assets for the uses set forth in Section 4 above. If Landlord fails to consent to this Agreement within 30 days after the execution and delivery of this Agreement, either party may terminate this Agreement by giving notice to the other at any time thereafter, but before Landlord grants consenthave been given.

Landlord’s Consent. This Agreement Landlord and the Tenant shall perform their respective obligations of the parties under it are expressly conditioned upon Tenant’s obtaining Landlord’s consent to this Agreement. User shall promptly deliver to Tenant any information reasonably requested by Landlord (in connection with Landlord’s approval of this Agreement) with respect to design and construction of any initial improvements to be constructed and installed in the nature and operation Premises (the “Tenant Improvements”), as provided in the Work Letter Agreement attached hereto as Exhibit B. Except for any Tenant Improvements to be constructed by Tenant as provided in the Work Letter Agreement, Tenant shall not make any alterations, improvements or changes to the Premises, including installation of User’s businessany security system or telephone or data communication wiring (“Alterations”), the financial condition of User, or both. Tenant and User agree, for the benefit of Landlord, that this Agreement and without Landlord’s prior written consent. Notwithstanding any other provision contained herein, Tenant shall not be required to obtain Landlord’s prior consent hereto shall not: for minor, non-structural Alterations that (a) create privity do not affect any of contract between Landlord and User; the Building Systems or Base Building (as defined below), (b) be deemed to have amended are not visible from the Lease in any regard (unless Landlord shall have expressly agreed to exterior of the amendment and such amendment is executed by all applicable parties); or Premises, (c) be construed do not affect the water tight character of the Building or its roof, (d) do not require a building permit, (e) do not move any interior walls or otherwise change the layout of the Premises, and (f) cost less than Fifty Thousand Dollars ($50,000) (collectively, “Minor Changes”) so long as a waiver Tenant gives Landlord notice of the proposed Minor Change at least ten days prior to commencing the Minor Change and complies with all of the provisions of this Article 6. Landlord’s right to consent to any assignment review and approve (or withhold approval of) Tenant’s plans, drawings, specifications, contractor(s) and other aspects of the Lease construction work proposed by Tenant is intended solely to protect Landlord, the Property and Landlord’s interests. No approval or any further subletting of premises leased pursuant consent by Landlord shall be deemed or construed to be a representation or warranty by Landlord as to the Leaseadequacy, sufficiency, fitness or as a waiver of Landlord’s right to consent to any assignment by User of this Agreement suitability thereof or any sub-subletting of all compliance thereof with applicable Laws or any part of the Property. Landlord’s consent shall, however, be deemed to evidence Landlord’s agreement that User may use the Shared Space, User Office Space and Shared Assets for the uses set forth in Section 4 above. If Landlord fails to consent to this Agreement within 30 days after the execution and delivery of this Agreement, either party may terminate this Agreement by giving notice to the other at any time thereafter, but before Landlord grants consentrequirements.

Landlord’s Consent. This Agreement Where provision is made in this Lease for Landlord's consent and Landlord shall fail or refuse to give such consent, except to the obligations extent expressly provided herein to the contrary Tenant shall not be entitled to any damages for any withholding by Landlord of its consent, it being intended that Tenant's sole remedy shall be an action for specific performance or injunction and that such remedy shall be available only in those cases where Landlord has expressly agreed in writing not unreasonably to withhold its consent. Whenever in this Lease the consent or approval of Landlord or Tenant is required, such consent or approval shall (except to the extent that such consent or approval is specifically designated as being "within the discretion" of a party, or words to that effect, in the applicable provision) not be unreasonably withheld, conditioned or delayed, shall be in writing and shall be executed by a duly authorized officer or agent of the parties under it are expressly conditioned upon Tenant’s obtaining Landlord’s party granting such consent to this Agreement. User shall promptly deliver to Tenant any information reasonably requested by Landlord (in connection with Landlord’s approval of this Agreement) with respect to the nature and operation of User’s businessor approval; provided, the financial condition of User, or both. Tenant and User agree, for the benefit of Landlordhowever, that this Agreement and Landlord’s consent hereto Landlord shall not: (a) create privity of contract between Landlord and User; (b) be deemed to have amended reasonably withheld its consent in the Lease in event any regard (unless Landlord shall have expressly agreed Facility Mortgagee withholds its consent or otherwise objects to any proposed consent or approval. With respect only to the amendment and such amendment is executed by all applicable parties); or (c) be construed as a waiver of Landlord’s right to consent to any assignment of the Lease by matters set forth on Schedule 23.8, if either Tenant or any further subletting Landlord fails to respond within ------------- fifteen (15) days (or such shorter or longer period of premises leased pursuant time as may be expressly specified in this Lease) to a request in the Leaseform of a Notice by the other party for a consent or approval, such consent or as a waiver of Landlord’s right to consent to any assignment by User of this Agreement or any sub-subletting of all or any part of the Property. Landlord’s consent shall, however, approval shall be deemed to evidence Landlord’s agreement that User may use the Shared Space, User Office Space and Shared Assets for the uses set forth in Section 4 above. If Landlord fails to consent to this Agreement within 30 days after the execution and delivery of this Agreement, either party may terminate this Agreement by giving notice to the other at any time thereafter, but before Landlord grants consenthave been given.

Landlord’s Consent. This Agreement If Landlord consents to any assignment or subletting, then such consent shall not constitute a waiver of any of the restrictions of this Article XIV and the same shall apply to each successive assignment or subletting hereunder, if any. In no event shall an assignment or subletting affect the continuing primary liability of Tenant (which, following an assignment, shall be joint and several with the assignee), or relieve Tenant of any of its obligations hereunder without an express written release being given by Landlord. If Landlord shall consent to an assignment or subletting under this Article XIV, then such assignment or subletting shall not be effective until the assignee or sublessee shall assume in a writing delivered to Landlord all of the obligations of this Lease on the parties under part of Tenant to be performed or observed and whereby the assignee or sublessee shall agree that the provisions contained in this Lease shall, notwithstanding such assignment or subletting, continue to be binding upon it are expressly conditioned upon Tenant’s obtaining Landlord’s consent to this Agreement. User shall promptly deliver to Tenant any information reasonably requested by Landlord (in connection with Landlord’s approval of this Agreement) with respect to the nature all future assignments and operation of User’s businesssublettings, the financial condition of User, or both. and Tenant and User agreethe applicable assignee or sublessee have entered into Landlord’s standard consent to sublease agreement or consent to assignment agreement, for as the benefit of case may be. Such assignment or sublease agreement and consent agreement shall be duly executed and a fully executed copy thereof shall be delivered to Landlord, that this Agreement and Landlord’s Landlord may collect Monthly Rent and Additional Rent due hereunder directly from the assignee or sublessee. Collection of Monthly Rent and Additional Rent directly from an assignee or sublessee shall not constitute a consent hereto shall not: (a) create privity of contract between Landlord and User; (b) be deemed to have amended the Lease in any regard (unless Landlord shall have expressly agreed to the amendment and such amendment is executed by all applicable parties); or (c) be construed as a waiver of Landlord’s right to the necessity of consent to any such assignment or subletting, nor shall such collection constitute a recognition of such assignee or sublessee as the Lease by Tenant hereunder or any further subletting a release of premises leased pursuant to Tenant from the Lease, or as a waiver of Landlord’s right to consent to any assignment by User of this Agreement or any sub-subletting performance of all or any part of the Property. Landlord’s consent shall, however, be deemed to evidence Landlord’s agreement that User may use the Shared Space, User Office Space and Shared Assets for the uses set forth in Section 4 above. If Landlord fails to consent to this Agreement within 30 days after the execution and delivery of this Agreement, either party may terminate this Agreement by giving notice to the other at any time thereafter, but before Landlord grants consentits obligations hereunder.

Landlord’s Consent. This Simultaneously with the execution hereof, Tenant and Subtenant are executing a Consent to Sublease Agreement and substantially in the obligations form annexed hereto as Exhibit 1, which, pursuant to the terms of the parties under it are expressly conditioned Lease, is a condition to obtaining the consent of the Landlord to this Sublease. Tenant shall promptly deliver such Consent to Sublease Agreement to Landlord for its signature, and shall deliver a fully executed copy thereof to Subtenant promptly upon Tenant’s obtaining receipt by Tenant of same from Landlord’s . Subtenant acknowledges that pursuant to the terms of the Lease, Landlord is required to grant its consent to this AgreementSublease by reason of the fact that Subtenant is and maintains a relationship with Tenant, as more fully described in paragraph 2 of that certain Supplemental No. User shall promptly deliver to Tenant any information reasonably requested by Landlord (in connection with Landlord’s approval of this Agreement) with respect 2 to the nature and operation of User’s businessLease. Subtenant further acknowledges that if at any time during the Term, such required relationship is no longer in effect, the financial condition of User, or both. Tenant and User agree, for the benefit of Landlord, that this Agreement and Landlord’s consent hereto shall not: (a) create privity of contract between Landlord and User; (b) be deemed to have amended the Lease in any regard (unless Landlord shall have expressly agreed the right, inter alia, to the amendment and such amendment is executed by all applicable parties); or (c) be construed as a waiver of Landlord’s right to consent to any assignment of the Lease by Tenant or any further subletting of premises leased pursuant to the Lease, or as a waiver of Landlord’s right to consent to any assignment by User of this Agreement or any sub-subletting of all or any part of the Property. Landlord’s consent shall, however, be deemed to evidence Landlord’s agreement that User may use the Shared Space, User Office Space and Shared Assets for the uses set forth in Section 4 above. If Landlord fails to revoke its consent to this Agreement within 30 days after Sublease, in which event this Sublease shall immediately terminate and expire and Subtenant shall immediately vacate the execution Space and delivery surrender same to Tenant. Subtenant agrees that Tenant shall have no liability to Subtenant for any damages, losses, liability or expense in the event of this Agreement, either party may terminate this Agreement by giving notice to the other at any time thereafter, but before Landlord grants consentsuch termination.

Landlord’s Consent. This Agreement and In the obligations case of the parties under it are expressly conditioned upon Tenant’s obtaining an assignment and/or sublease requiring Landlord’s consent to under this Agreement. User Article 11, Landlord shall promptly deliver to Tenant any have thirty (30) days after Xxxxxx’s notice of assignment and/or sublease is received with the financial information reasonably requested by Landlord (in connection with to advise Tenant of Landlord’s approval (i) consent to such proposed assignment or sublease, (ii) reasonable withholding of this Agreement) consent to such proposed assignment or sublease (together with respect to the nature and operation of User’s business, the financial condition of Userdetailed reasons therefor), or both(iii) election to terminate this Lease, such termination to be effective as of the date of the commencement of the proposed assignment or subletting. Tenant and User agreeIf Landlord shall exercise its termination right hereunder, for the benefit of Landlord, that this Agreement and Landlord’s consent hereto shall not: (a) create privity of contract between Landlord and User; (b) be deemed to have amended the Lease in any regard (unless Landlord shall have expressly agreed the right to enter into a lease or other occupancy agreement directly with the amendment proposed assignee or subtenant, and Tenant shall have no right to any of the rents or other consideration payable by such amendment is executed proposed assignee or subtenant under such other lease or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by all applicable parties); Tenant. Landlord shall have the right to lease the Premises to any other tenant, or (c) be construed as a waiver of Landlordnot lease the Premises, in its sole and absolute discretion. Landlord and Xxxxxx specifically agree that Xxxxxxxx’s right to consent to any assignment of the terminate this Lease by Tenant or any further subletting of premises leased pursuant to the Lease, or as under clause (iii) above is a waiver of Landlord’s right to consent to any assignment by User of this Agreement or any sub-subletting of all or any part of the Property. Landlord’s consent shall, however, be deemed to evidence material consideration for Landlord’s agreement that User to enter into this Lease and such right may use the Shared Space, User Office Space be exercised in Landlord’s sole and Shared Assets for the uses set forth in Section 4 above. If Landlord fails to consent to this Agreement within 30 days after the execution absolute discretion and delivery no test of this Agreement, either party may terminate this Agreement by giving notice to the other at any time thereafter, but before Landlord grants consentreasonableness shall be applicable thereto.

Landlord’s Consent. This Agreement and Except as set forth herein, Tenant shall not, without the obligations prior written consent of Landlord: (i) assign, convey or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law (excluding any leasehold mortgage or general pledge or assignment of all of Tenant’s assets to secure general borrowings of Tenant); or (ii) sublease or otherwise permit the use of the parties under it are expressly conditioned upon Tenant’s obtaining Premises, or any part thereof, by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall be void and of no effect. Landlord’s consent to this Agreement. User any Transfer shall promptly deliver to Tenant any information reasonably requested by Landlord (in connection with Landlord’s approval of this Agreement) with respect to the nature and operation of User’s business, the financial condition of User, or both. Tenant and User agree, for the benefit of Landlord, that this Agreement and Landlord’s consent hereto shall not: (a) create privity of contract between Landlord and User; (b) be deemed to have amended the Lease in any regard (unless Landlord shall have expressly agreed to the amendment and such amendment is executed by all applicable parties); or (c) be construed as not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord’s consent to any Transfer or acceptance of rent from any party other than Tenant shall not release Tenant from any covenant or obligation under this Lease. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the obligations of Tenant hereunder. Notwithstanding any other provisions of this Lease, Landlord’s prior written consent shall not be required if Tenant assigns this Lease by Tenant or any further subletting of premises leased pursuant interest herein, or sublets to the Lease, or as a waiver of Landlord’s right to consent to any assignment by User of this Agreement or any sub-subletting of all Premises or any part thereof, to any corporation, limited liability company, partnership, or other entity (such an entity shall be referred to herein as a “Related Entity”) which (i) is controlled by, controlling, or under common control with Tenant; or (ii) shall merge or consolidate with or into Tenant; or (iii) shall succeed to all or substantially all of the Property. Landlord’s consent shallassets, property, and business Tenant conducted at or from the Premises; provided, however, that Tenant shall not thereby be deemed to evidence Landlord’s agreement that User may use the Shared Space, User Office Space and Shared Assets for the uses set forth in Section 4 above. If Landlord fails to consent to relieved of its obligations under this Agreement within 30 days after the execution and delivery of this Agreement, either party may terminate this Agreement by giving notice to the other at any time thereafter, but before Landlord grants consentLease.

Landlord’s Consent. This Agreement and the obligations of the parties under it are expressly conditioned upon Tenant’s obtaining Landlord’s consent to Tenant shall not assign, pledge, mortgage or otherwise transfer or encumber this Agreement. User shall promptly deliver to Tenant any information reasonably requested by Landlord (in connection with Landlord’s approval of this Agreement) with respect to the nature and operation of User’s business, the financial condition of User, or both. Tenant and User agree, for the benefit of Landlord, that this Agreement and Landlord’s consent hereto shall not: (a) create privity of contract between Landlord and User; (b) be deemed to have amended the Lease in any regard (unless Landlord shall have expressly agreed to the amendment and such amendment is executed by all applicable parties); or (c) be construed as a waiver of Landlord’s right to consent to any assignment of the Lease by Tenant or any further subletting of premises leased pursuant to the Lease, or as a waiver of Landlord’s right to consent to any assignment by User of this Agreement or any sub-subletting of nor sublet all or any part of the PropertyDemised Premises or permit the same to be occupied or used by anyone other than Tenant or its employees without Landlord’s prior written consent, which consent shall not be unreasonably withheld or delayed. It will not be unreasonable for Landlord to withhold its consent if the reputation, financial responsibility, or business of a proposed assignee, subtenant or other occupant or user is unsatisfactory to Landlord, or if Landlord deems such business not to be consonant with that of other tenants in the Park, or if the intended use by the proposed assignee, subtenant or other occupant or user is not consistent with the operation of a first-class flex warehouse/distribution facility, or if the intended use by the proposed assignee, subtenant or other occupant or user conflicts with any commitment made by Landlord to any other tenant in the Park, or if the proposed rental rate is lower than the then current rate at which similar space in the Park is being offered by Landlord, or if the proposed agreement with the prospective subtenant or other occupant or user is for less than fifty percent (50%) of the Demised Premises. Landlord’s consent shallacceptance of any name submitted by Tenant, howeveran agent of Tenant, or anyone acting by, through or under Tenant for the purpose of being listed on the Building directory will not be deemed to evidence deemed, nor will it substitute for, Landlord’s agreement that User may use consent, as required by this Lease, to any sublease, assignment, or other occupancy of the Shared Space, User Office Space and Shared Assets for the uses set forth in Section 4 above. If Landlord fails to consent to this Agreement within 30 days after the execution and delivery of this Agreement, either party may terminate this Agreement Demised Premises by giving notice to the anyone other at any time thereafter, but before Landlord grants consentthan Tenant or Tenant’s employees.

Landlord’s Consent. This Agreement So long as the assignee or subtenant has a net worth and the obligations credit rating at least equal to that of Tenant as of the parties under it are expressly conditioned upon Tenant’s obtaining date of this Lease, Tenant shall have the right to assign this Lease or to sublet all or a portion of the Premises, without Landlord’s consent to this Agreement. User shall promptly deliver to Tenant any information reasonably requested by Landlord (in connection with Landlord’s approval of this Agreement) with respect to the nature and operation of User’s businessprior written consent, the financial condition of User, or both. Tenant and User agree, for the benefit of Landlord, that this Agreement and Landlord’s consent hereto shall not: (a) create privity to an “Affiliate” of contract between Landlord and User; Tenant or (b) be deemed to have amended the Lease in any regard (unless Landlord shall have expressly agreed to the amendment and such amendment is executed by all applicable parties); or (c) be construed as a waiver of Landlord’s right to consent to any assignment firm which acquires, is acquired by or merges with Tenant. For this purpose, an “Affiliate” shall mean a person or entity which controls, is controlled by or is under common control with Tenant, whether directly or indirectly, where “control” means the ability to elect a majority of directors or managers or otherwise direct the Lease by Tenant business of such person or any further subletting of premises leased pursuant to the Lease, or as a waiver of Landlord’s right to consent to any assignment by User entity. Any other assignments of this Agreement Lease or any sub-subletting of all or any part a portion of the Property. Premises shall be subject to Landlord’s prior written consent, which consent shallshall not be unreasonably withheld, howeverconditioned or delayed. In the event that Landlord does not approve or disapprove of the proposed assignment or sublease within five (5) Business Days after Tenant’s written request for approval, which request for approval shall contain the name and address of the proposed assignee or subtenant and shall be accompanied by Five Hundred Dollars ($500.00) to compensate Landlord for its costs in processing the request, such proposed assignment or sublease shall be deemed approved. Any assignment shall be subject to evidence Landlord’s agreement that User may use all the Shared Space, User Office Space terms and Shared Assets provisions hereof and any subletting shall be subject to all the terms and provisions hereof except for the uses set forth in Section 4 aboveeconomic terms (such as the obligation to pay rent, taxes and the like). If Tenant shall furnish to Landlord fails to consent to this Agreement within 30 days after the execution and delivery a copy of this Agreement, either party may terminate this Agreement by giving notice to the other at any time thereafter, but before Landlord grants consentassignment or sublease promptly following its execution.

Landlord’s Consent. This Agreement Subject to the conditions set forth in this Section 9.2(b), Landlord shall not unreasonably withhold its consent to the proposed Transfer on the terms and conditions specified in said notice. Without otherwise limiting the obligations criteria upon which Landlord may withhold its consent to any proposed Transfer, it shall be deemed reasonable for Landlord to withhold its consent where (i) the net worth of the parties under it are expressly conditioned upon proposed Transferee (according to generally accepted accounting principles) is less than the greater of (1) the net worth of Tenant immediately prior to the Transfer (2) or the net worth of Tenant at the time this Lease is executed, or (ii) the Transferee does not have sufficient experience, in Landlord’s reasonable judgment, to operate the Project in accordance with the terms of this Lease. Any Transfer without Landlord’s written consent shall be voidable at Landlord’s option, and shall constitute a default by Tenant’s obtaining . Landlord’s consent to this Agreement. User any one Transfer shall promptly deliver to Tenant any information reasonably requested by Landlord (in connection with Landlord’s approval not constitute a waiver of the provisions of this Agreement) with respect Article 9 as to the nature and operation of User’s businessany subsequent Transfer nor a consent to any subsequent Transfer. Except as expressly provided below, the financial condition of User, or both. Tenant and User agree, for the benefit of Landlord, that this Agreement and Landlord’s consent hereto to a Transfer shall not: (a) create privity of contract between not release Tenant from Tenant’s obligations under this Lease, and Tenant shall remain jointly and severally liable with the Transferee. Notwithstanding the foregoing, Landlord and User; (b) be deemed to have amended shall release Tenant from any further liability accruing under the Lease in any regard (unless Landlord shall have expressly agreed to from and after the amendment and such amendment is executed by all applicable parties); or (c) be construed as a waiver of Landlord’s right to consent to any date the assignment of the Lease by Tenant or any further subletting of premises leased pursuant to the Lease, or as a waiver of Landlord’s right to consent to any assignment by User of this Agreement or any sub-subletting of Transferee if all or any part of the Property. Landlord’s consent shall, however, be deemed to evidence Landlord’s agreement that User may use the Shared Space, User Office Space and Shared Assets for the uses set forth in Section 4 above. If Landlord fails to consent to this Agreement within 30 days after the execution and delivery of this Agreement, either party may terminate this Agreement by giving notice to the other at any time thereafter, but before Landlord grants consent.following conditions are satisfied (“Release Conditions”):

Landlord’s Consent. This Agreement and the obligations of the parties under it are expressly Sublease shall be conditioned upon Tenant’s obtaining Landlord’s consent to this Agreement. User shall promptly deliver to Tenant any information reasonably requested by Landlord (in connection with Landlord’s approval of this Agreement) with respect to the nature and operation of User’s business, the financial condition of User, or both. Tenant and User agree, for the benefit of Landlord, that this Agreement and Landlord’s consent hereto shall not: (a) create privity of contract between Landlord and User; (b) be deemed to have amended the Lease in any regard (unless Landlord shall have expressly agreed to the amendment and such amendment is executed by all applicable parties); or (c) be construed as a waiver of Landlord’s right to consent to any assignment of the Lease by Tenant or any further subletting of premises leased pursuant to the Lease, or as a waiver of Landlord’s right to consent to any assignment by User of this Agreement or any sub-subletting of all or any part of the Property. Landlord’s consent shall, however, be deemed to evidence Landlord’s agreement that User may use the Shared Space, User Office Space and Shared Assets for the uses set forth in Section 4 above. If Landlord fails to consent to this Agreement within 30 days after the execution and delivery by Landlord of an agreement in the form annexed hereto as Exhibit “E” pursuant to which Landlord waives its right to recapture the Sublease Premises and consents to this AgreementSublease without charge of any kind (the “Landlord’s Consent”). Sublandlord and Subtenant shall use commercially reasonable efforts to obtain the Landlord’s Consent. If Landlord does not execute and deliver the Landlord’s Consent for any reason whatsoever within thirty (30) days after the date hereof, either party then Subtenant, and, provided Sublandlord is in compliance with its obligations under this Article 20, Sublandlord, may terminate elect to cancel this Agreement Sublease by giving notice to the other at any time thereafterparty after the expiration of said 30-day period, but before Landlord grants consentprior to the giving of the Landlord’s Consent. Subtenant acknowledges that Subtenant will be required to execute and deliver such Landlord’s Consent as a condition precedent to the execution thereof by Landlord. Subtenant and Sublandlord each agree to promptly execute and deliver to the other, the Landlord’s Consent. If either party shall have given notice of cancellation to the other party in accordance with the provisions of this Section, then: (i) Sublandlord shall not be obligated to take any further action to obtain such Landlord’s Consent, (ii) Sublandlord shall return to Subtenant the installment of Fixed Rent paid by Subtenant, as well as the Letter of Credit deposited by Subtenant at the execution of this Sublease, and (iii) this Sublease shall thereupon be deemed null and void and of no further force and effect, and neither of the parties hereto shall have any rights or claims against the other.

Landlord’s Consent. This Agreement Where provision is made in this Lease for Landlord's consent and Landlord shall fail or refuse to give such consent, except to the obligations extent expressly provided herein to the contrary Tenant shall not be entitled to any damages for any withholding by Landlord of its consent, it being intended that Tenant's sole remedy shall be an action for specific performance or injunction and that such remedy shall be available only in those cases where Landlord has expressly agreed in writing not unreasonably to withhold its consent. Whenever in this Lease the consent or approval of Landlord or Tenant is required, such consent or approval shall (except to the extent that such consent or approval is specifically designated as being "within the discretion" of a party, or words to that effect, in the applicable provision) not be unreasonably withheld, conditioned or delayed, shall be in writing and shall be executed by a duly authorized officer or agent of the parties under it are expressly conditioned upon Tenant’s obtaining Landlord’s party granting such consent to this Agreement. User shall promptly deliver to Tenant any information reasonably requested by Landlord (in connection with Landlord’s approval of this Agreement) with respect to the nature and operation of User’s businessor approval; provided, the financial condition of User, or both. Tenant and User agree, for the benefit of Landlordhowever, that this Agreement and Landlord’s consent hereto Landlord shall not: (a) create privity of contract between Landlord and User; (b) be deemed to have amended reasonably withheld its consent in the Lease in event any regard (unless Landlord shall have expressly agreed Facility Mortgagee withholds its consent or otherwise objects to any proposed consent or approval. With respect only to the amendment and such amendment is executed by all applicable parties); or (c) be construed as a waiver of Landlord’s right to consent to any assignment of the Lease by matters set forth on Schedule 23.9, if either Tenant or any further subletting Landlord fails to respond within ------------- fifteen (15) days (or such shorter or longer period of premises leased pursuant time as may be expressly specified in this Lease) to a request in the Leaseform of a Notice by the other party for a consent or approval, such consent or as a waiver of Landlord’s right to consent to any assignment by User of this Agreement or any sub-subletting of all or any part of the Property. Landlord’s consent shall, however, approval shall be deemed to evidence Landlord’s agreement that User may use the Shared Space, User Office Space and Shared Assets for the uses set forth in Section 4 above. If Landlord fails to consent to this Agreement within 30 days after the execution and delivery of this Agreement, either party may terminate this Agreement by giving notice to the other at any time thereafter, but before Landlord grants consenthave been given.

Landlord’s Consent. This Agreement and the obligations Subject to Landlord's rights set forth in Subsection (b) below, Tenant shall not assign, sublet or otherwise transfer all or any portion of the parties under it are expressly conditioned upon Tenant’s obtaining 's interest in this Lease (collectively, "sublet") without Landlord’s 's prior written consent which consent Landlord shall not unreasonably withhold. Any request made by Tenant for Landlord's consent to a proposed sublet shall be made in writing and sent tx Xxxxxxrd in accordance with the notice requirements of Section 35 of this AgreementLease. User Landlord's consent shall promptly deliver to not be deemed granted unless Landlord, within 15 dxxx xx xhe date any such notice is deemed received by Landlord, shall advise Tenant any information reasonably requested in writing that Landlord's consent is granted. Consent by Landlord (to one sublet shall not be deemed to be a consent to any subsequent sublet. The foregoing notwithstanding, no consent of Landlord shall be required in the case of a sublet to wholly owned affiliates or subsidiaries of Tenant or in connection with any merger, consolidation or sale of substantially all of the assets of Tenant. Subject to Landlord’s approval of this Agreement) with respect to the nature and operation of User’s business, the financial condition of User, or both. Tenant and User agree, for the benefit of Landlord, that this Agreement and Landlord’s consent hereto shall not: (a) create privity of contract between Landlord and User; 's rights set forth in Subsection (b) be deemed to have amended the Lease in any regard (unless Landlord shall have expressly agreed to the amendment and such amendment is executed by all applicable parties); below, Tenant may assign, sublet or (c) be construed as a waiver of Landlord’s right to consent to any assignment of the Lease by Tenant or any further subletting of premises leased pursuant to the Lease, or as a waiver of Landlord’s right to consent to any assignment by User of this Agreement or any sub-subletting of otherwise transfer all or any part portion of the Property. Tenant's interest in this Lease (collectively, "sublet") to its said affiliate or subsidiary without Landlord’s consent shall's prior written consent, provided, however, be deemed to evidence Landlord’s agreement that User may use the Shared Space, User Office Space and Shared Assets for the uses set forth in Section 4 aboveno such assignment or sublease shall relieve Tenant of its obligations under this Lease. If Landlord fails to consent to this Agreement within 30 days after the execution and delivery For purposes of this AgreementSubsection 14(a), either party may terminate this Agreement the term "affiliate" means a person or entity controlling, controlled by giving notice to or under common control with the other at any time thereafter, but before Landlord grants consentTenant.

Landlord’s Consent. This Agreement and the obligations of the parties under it are expressly conditioned upon Tenant’s obtaining Landlord’s consent to this Agreement, if required. User shall promptly deliver to Tenant any information reasonably requested by Landlord (in connection with Landlord’s approval of this Agreement) with respect to the nature and operation of User’s business, the financial condition of User, or both. Tenant and User agree, for the benefit of Landlord, that this Agreement and Landlord’s consent hereto shall not: (a) create privity of contract between Landlord and User; (b) be deemed to have amended the Lease in any regard (unless Landlord shall have expressly agreed to the amendment and such amendment is executed by all applicable parties); or (c) be construed as a waiver of Landlord’s right to consent to any assignment of the Lease by Tenant or any further subletting of premises leased pursuant to the Lease, or as a waiver of Landlord’s right to consent to any assignment by User of this Agreement or any sub-subletting of all or any part of the Property. Landlord’s consent shall, however, be deemed to evidence Landlord’s agreement that User may use the Shared Space, User Office Space and Shared Assets for the uses set forth in Section 4 above. If Landlord fails to consent to this Agreement within 30 days after the execution and delivery of this Agreement, either party may terminate this Agreement by giving notice to the other at any time thereafter, but before Landlord grants consent.

Landlord’s Consent. This Agreement If the Tenant desires to effect a Transfer, then and so often as such event shall occur, the obligations of Tenant shall make its request to the parties under it are expressly conditioned upon Landlord in writing. The Tenant’s obtaining Landlord’s consent to this Agreement. User 's request shall promptly deliver to Tenant any contain the information reasonably requested required by Landlord (in connection with Landlord’s approval Section 10.3 of this AgreementLease. The Landlord shall, within fourteen (14) with respect to days after receipt of such request, notify the nature and operation of User’s business, the financial condition of User, or both. Tenant and User agree, for the benefit of Landlord, that this Agreement and Landlord’s consent hereto shall notin writing either that: (a) create privity of contract between the Landlord and Userconsents or does not consent, as the case may be; or (b) the Landlord elects to cancel and terminate this Lease if the request is to assign the Lease or to sublet or otherwise transfer all of the Premises or, if the request is to sublet or otherwise transfer a portion of the Premises only, to cancel and terminate this Lease with respect to such portion. If the Landlord elects to cancel this Lease as aforesaid and so advises the Tenant in writing, the Tenant shall then notify the Landlord in writing within fifteen (15) days thereafter of the Tenant's intention either to refrain from such Transfer or to accept the cancellation of the Lease (in whole or in part, as the case may be). Failure of the Tenant to deliver notice to the Landlord within such fifteen (15) day period advising of the Tenant's desire to refrain from such Transfer shall be deemed to have amended be an acceptance by the Lease in any regard (unless Landlord shall have expressly agreed to the amendment and such amendment is executed by all applicable parties); or (c) be construed as a waiver of Landlord’s right to consent to any assignment Tenant of the Landlord's cancellation of this Lease by Tenant (in whole or any further subletting in part, as the case may be). Any cancellation of premises leased this Lease pursuant to this Section 10.2 shall be effective on the Lease, or as a waiver of Landlord’s right to consent to any assignment by User of this Agreement or any sub-subletting of all or any part later of the Property. date originally proposed by the Tenant as being the effective date of the Transfer and the last day of the month sixty (60) days following the date of the Landlord’s consent shall, however, be deemed to evidence Landlord’s agreement that User may use the Shared Space, User Office Space and Shared Assets for the uses set forth in Section 4 above. If Landlord fails to consent to this Agreement within 30 days after the execution and delivery of this Agreement, either party may terminate this Agreement by giving 's notice to the other at any time thereafter, but before Landlord grants consentcancel this Lease.

Landlord’s Consent. This Agreement 33. Sublessee hereby acknowledges and the obligations of the parties under it are agrees that this Sublease shall not become effective until, and is expressly conditioned upon Tenant’s obtaining Landlord’s upon, either (i) the delivery by Landlord of a writing signed by Landlord (the "Consent") in ------- substantially the form pursuant to which Landlord shall consent to this Agreement. User shall promptly deliver to Tenant any information reasonably requested by Landlord (in connection with Landlord’s approval of this Agreement) with respect to the nature and operation of User’s business, the financial condition of UserSublease, or both. Tenant and User agree, for the benefit of Landlord, that this Agreement and Landlord’s (ii) consent hereto shall not: (a) create privity of contract between Landlord and User; (b) be having been deemed to have amended the Lease in any regard (unless Landlord shall have expressly agreed to the amendment and such amendment is executed by all applicable parties); or (c) be construed as a waiver of Landlord’s right to consent given pursuant to any assignment applicable provision of the Lease by Tenant or any further subletting of premises leased pursuant to the Main Lease, or as a waiver of Landlord’s right to consent to any assignment by User of this Agreement or any sub-subletting of all or any part of the Property. Landlord’s consent shall, however, be deemed to evidence Landlord’s agreement that User may use the Shared Space, User Office Space and Shared Assets for the uses set forth in Section 4 above. If Landlord fails to consent to this Agreement within 30 days Promptly after the execution and delivery of this AgreementSublease, either Sublessor shall submit this Sublease to Landlord, together with Sublessor's request that Landlord deliver the Consent. Sublessee shall cooperate in good Faith with Sublessor and shall comply with any reasonable request made of Sublessee by Sublessor or Landlord in the procurement of the Consent. Sublessor or Sublessee shall not be obligated to make any payment to Landlord or incur any other expenses or enter into litigation with Landlord in order to obtain the Consent. Sublessor or Sublessee shall not be subject to any liability for failure to obtain the Consent, including any asserted damages or costs or expenses of any nature of Sublessee, its agents, contractors, architects or other professional representatives, and in the event that the Consent is not delivered by Landlord or consent is not deemed given by Landlord pursuant to any applicable provision of the Main Lease, Sublessor and Sublessee shall destroy any executed counterparts of this Sublease in their possession and neither party may terminate this Agreement by giving notice shall have any further liability to the other at any time thereafter, but before Landlord grants consentwith respect to the transaction described herein.

Landlord’s Consent. This Agreement and the obligations of the parties under it are expressly conditioned upon Tenant’s obtaining Landlord’s consent to this Agreement. User shall promptly deliver to Tenant any information reasonably requested by Landlord (in connection with Landlord’s approval of this Agreement) with respect to the nature and operation of User’s business, the financial condition of User, or both. Tenant and User agree, for the benefit of Landlord, that this Agreement and Landlord’s consent hereto shall not: (a) create privity of contract between Landlord and User; (b) be deemed to have amended the Lease in any regard (unless Landlord shall have expressly agreed to the amendment and such amendment is executed by all applicable parties); not unreasonably withhold, condition or (c) be construed as a waiver of Landlord’s right to delay its consent to any assignment proposed Transfer of the Lease by Subject Space to the Transferee on the terms specified in the Transfer Notice and shall respond to Tenant's request for consent within twenty (20) days following the date upon which Landlord receives a "complete" Transfer Notice from Tenant or any further subletting of premises leased (i.e., a Transfer Notice that includes all documents and information required pursuant to the Section 14.1 of this Lease, or as a waiver of Landlord’s right to consent to any assignment by User of this Agreement or any sub-subletting of all or any part of the Property. Landlord’s consent shall, however, be deemed to evidence Landlord’s agreement that User may use the Shared Space, User Office Space and Shared Assets for the uses set forth in Section 4 above). If Landlord fails to timely deliver to Tenant notice of Landlord's consent, or the withholding of consent, to a proposed Transfer, Tenant may send a second (2nd) notice to Landlord, which notice must contain the following inscription, in bold faced lettering: "SECOND NOTICE DELIVERED PURSUANT TO ARTICLE 14 OF LEASE - - FAILURE TO TIMELY RESPOND WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN DEEMED APPROVAL OF ASSIGNMENT OR SUBLEASE." If Landlord fails to deliver notice of Landlord's consent to, or the withholding of Landlord's consent, to the proposed assignment or sublease within such five (5) business day period, Landlord shall be deemed to have approved the assignment or sublease in question. Without limitation as to other reasonable grounds for withholding consent, the parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to this Agreement within 30 days after any proposed Transfer where one or more of the execution and delivery of this Agreement, either party may terminate this Agreement by giving notice to the other at any time thereafter, but before Landlord grants consent.following apply:

Landlord’s Consent. This Agreement Tenant shall not, either voluntarily or by operation of law, sell, assign or transfer this Lease or sublet the Premises or any part thereof, or assign any right to use the Premises or any part thereof (each a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld, and the obligations of the parties under it are expressly conditioned upon Tenantany attempt to do so without such prior written consent shall be void and at Landlord’s obtaining option, shall terminate this Lease. If Tenant requests Landlord’s consent to this Agreement. User any Transfer, Tenant shall promptly deliver provide Landlord with a copy of the proposed agreement between Tenant and its proposed transferee and with all such other information concerning the business and financial affairs of such proposed transferee as Landlord may request. Landlord may withhold such consent unless the proposed transferee (i) is satisfactory to Tenant any information reasonably requested by Landlord as to credit, managerial experience, net worth, character and business or professional standing; (in connection ii) is a person or entity whose possession of the Premises would not be inconsistent with Landlord’s approval commitments with other tenants or with the mix of this Agreementuses Landlord desires at the Property; (iii) with respect to will occupy the nature and operation of User’s business, the financial condition of User, or both. Tenant and User agree, Premises solely for the benefit of Landlord, that use authorized under this Agreement and Landlord’s consent hereto shall not: (a) create privity of contract between Landlord and UserLease; (biv) expressly assumes and agrees in writing to be deemed to have amended bound by and directly responsible for all of Tenant’s obligations 16 | 1000 WALL LEASE AGREEMENT hereunder; and (v) will conduct a business which does not adversely impact the Lease in any regard (unless Landlord shall have expressly agreed to the amendment and such amendment is executed by all applicable parties); or (c) be construed as a waiver of Landlord’s right to consent to any assignment of the Lease by Tenant or any further subletting of premises leased pursuant to the Lease, or as a waiver of Landlord’s right to consent to any assignment by User of this Agreement or any sub-subletting of all or any part use of the Property’s common areas. Landlord’s consent shall, however, to any such Transfer shall in no event release Tenant from its liabilities hereunder nor relieve Tenant from the requirement of obtaining Landlord’s prior written consent to any further Transfer. Landlord’s acceptance of rent from any other person shall not be deemed to evidence Landlord’s agreement that User may use the Shared Space, User Office Space and Shared Assets for the uses set forth in Section 4 above. If be a waiver by Landlord fails to of any provision of this Lease or consent to this Agreement within 30 days after the execution and delivery of this Agreement, either party may terminate this Agreement by giving notice to the other at any time thereafter, but before Landlord grants consentTransfer.

Landlord’s Consent. This Agreement If the Tenant desires to assign this Lease, or to sublet the Premises, then and so often as such event shall occur, the Tenant shall make its request to the Landlord in writing, and the obligations Landlord shall, within ten (10) Business Days after receipt of all information requested by the Landlord, notify the Tenant in writing that the Landlord consents or does not consent. either that; (a). as the case may be, or (b) the Landlord elects to cancel and terminate this Lease if the request is to assign this Lease or to sublet all of the parties under it are expressly conditioned upon Tenant’s obtaining Landlord’s consent Premises, or if the request is to sublet a portion of the Premises only, to cancel and terminate this Agreement. User shall promptly deliver to Tenant any information reasonably requested by Landlord (in connection with Landlord’s approval of this Agreement) Lease with respect to such portion. If the nature Landlord elects to cancel this Lease as aforesaid, and operation of User’s businessso advises the Tenant in writing, the financial condition Tenant shall then notify the Landlord in writing within fifteen (15) days thereafter of Userthe Tenant's intention either to refrain from such assigning or subletting or to accept the cancellation of this Lease (in whole, or bothin part). Failure of the Tenant and User agreeto deliver notice to the Landlord within such fifteen (15) day period advising of the Tenant's intention to refrain from such assigning or subletting, for the benefit of Landlord, that this Agreement and Landlord’s consent hereto shall not: (a) create privity of contract between Landlord and User; (b) be deemed to have amended be an acceptance by the Lease in any regard (unless Landlord shall have expressly agreed to the amendment and such amendment is executed by all applicable parties); or (c) be construed as a waiver of Landlord’s right to consent to any assignment Tenant of the Landlord's cancellation of this Lease by Tenant (in whole, or any further subletting in part, as the case may be). Any cancellation of premises leased this Lease pursuant to this Section 8.2 shall be effective on the Lease, or as a waiver of Landlord’s right to consent to any assignment by User of this Agreement or any sub-subletting of all or any part later of the Property. date originally proposed by the Tenant as being the effective date of transfer or the last day of the month which is not less than sixty (60) days following the date of the Landlord’s consent shall, however, be deemed to evidence Landlord’s agreement that User may use the Shared Space, User Office Space and Shared Assets for the uses set forth in Section 4 above. If Landlord fails to consent to this Agreement within 30 days after the execution and delivery of this Agreement, either party may terminate this Agreement by giving 's notice to the other at any time thereafter, but before Landlord grants consentcancel this Lease.

Landlord’s Consent. This Agreement and (a) Tenant shall not assign, transfer, mortgage or otherwise encumber this Lease or sublet or rent (or permit a third party to occupy or use) the obligations of the parties under it are expressly conditioned upon Tenant’s obtaining Landlord’s consent to this Agreement. User Premises, or any part thereof, nor shall promptly deliver to Tenant any information reasonably requested by Landlord (in connection with Landlord’s approval assignment or transfer of this Agreement) Lease or the right of occupancy hereunder be effected by operation of law or otherwise, without the prior written consent of Landlord. Landlord agrees not to unreasonably with hold or delay its consent with respect to an assignment or subletting for general business office use (but the nature foregoing shall not be construed as waiving Landlord's recapture right if and operation to the extent then available under and subject to the provisions of User’s businessSECTION 10.4 below). Subject to the provisions of SECTION 10.6 below, the financial condition a transfer at any one time or from time to time of Userfifty percent (50%) or more of an interest in Tenant (whether stock, partnership interest or both. other form of ownership or control) by any person(s) or entity(ties) having an interest in ownership or control of Tenant and User agree, for the benefit of Landlord, that this Agreement and Landlord’s consent hereto shall not: (a) create privity of contract between Landlord and User; (b) be deemed to have amended the Lease in any regard be an assignment of this Lease. Within fifteen (unless Landlord shall have expressly agreed 15) days following Landlord's receipt of Tenant's request for Landlord's consent to a proposed assignment, sublease, or other encumbrance, together with all information required to be delivered by Tenant pursuant to the amendment and provisions of SECTION 10.2 hereof, Landlord shall: (i) consent to such amendment is executed by all applicable parties)proposed transaction; (ii) refuse such consent; or (ciii) be construed as a waiver of Landlord’s right if and only to consent to any assignment of the Lease by Tenant or any further subletting of premises leased extent then available under and pursuant to the Leaseprovisions of SECTION 10.4 below, elect to fully or partially terminate this Lease in accordance with and subject to the provisions of SECTION 10.4 below. Any assignment, sublease or other encumbrance without Landlord's written consent shall be voidable by Landlord and, at Landlord's election, constitute an Event of Default hereunder. In the event Landlord refuses such consent, Landlord shall notify Tenant of the reason for such refusal. Without limiting the other instances in which Landlord may withhold its consent, Landlord and Tenant acknowledge that Landlord may withhold its consent if the proposed assignee or sublessee is a person or entity of unsavory character or reputation, or as which is engaged in a waiver of Landlord’s right to consent to any assignment by User of this Agreement or any sub-subletting of all or any part business which is inconsistent with the quality of the Property. Landlord’s consent shall, Project; however, be deemed Landlord agrees to evidence Landlord’s agreement that User may use the Shared Space, User Office Space and Shared Assets for the uses set forth reasonable business judgment in Section 4 above. If Landlord fails to consent to this Agreement within 30 days after the execution and delivery of this Agreement, either party may terminate this Agreement by giving notice to the other at any time thereafter, but before Landlord grants consentmaking such determinations.

Landlord’s Consent. This Agreement In the event Landlord consents to any assignment or subletting, such consent shall not constitute a waiver of any of the restrictions of this Article XIV and the same shall apply to each successive assignment or subletting hereunder, if any. In no event shall Landlord's consent to an assignment or subletting affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee), or relieve Tenant of any of its obligations hereunder without an express written release being given by Landlord. In the event that Landlord shall consent to an assignment or subletting under this Article XIV, such assignment or subletting shall not be effective until the assignee or sublessee shall assume all of the obligations of this Lease on the parties under part of Tenant to be performed or observed and whereby the assignee or sublessee shall agree that the provisions contained in this Lease shall, notwithstanding such assignment or subletting, continue to be binding upon it are expressly conditioned upon Tenant’s obtaining Landlord’s consent to this Agreement. User shall promptly deliver to Tenant any information reasonably requested by Landlord (in connection with Landlord’s approval of this Agreement) with respect to the nature all future assignments and operation of User’s business, the financial condition of User, sublettings. Such assignment or both. Tenant sublease agreement shall be duly executed and User agree, for the benefit of fully executed copy thereof shall be delivered to Landlord, that this Agreement and Landlord’s consent hereto Landlord may collect Monthly Rent and Additional Rent due hereunder directly from the assignee or sublessee. Collection of Monthly Rent and Additional Rent directly from an assignee or sublessee shall not: (a) create privity not constitute a recognition of contract between Landlord and User; (b) be deemed to have amended such assignee or sublessee as the Lease in any regard (unless Landlord shall have expressly agreed to Tenant hereunder or a release of Tenant from the amendment and such amendment is executed by all applicable parties); or (c) be construed as a waiver of Landlord’s right to consent to any assignment of the Lease by Tenant or any further subletting of premises leased pursuant to the Lease, or as a waiver of Landlord’s right to consent to any assignment by User of this Agreement or any sub-subletting performance of all or any part of the Property. Landlord’s consent shall, however, be deemed to evidence Landlord’s agreement that User may use the Shared Space, User Office Space and Shared Assets for the uses set forth in Section 4 above. If Landlord fails to consent to this Agreement within 30 days after the execution and delivery of this Agreement, either party may terminate this Agreement by giving notice to the other at any time thereafter, but before Landlord grants consentits obligations hereunder.

Landlord’s Consent. This Agreement and the obligations of the parties under it are expressly conditioned upon Tenant’s obtaining Landlord’s consent to this Agreement. User shall promptly deliver to Tenant any information reasonably requested by Landlord (in connection with Landlord’s approval of this Agreement) with respect to If the nature and operation character of User’s business------------- ------------------ the business of the proposed sublessee or assignee, and the proposed use and occupancy of the Premises, or any applicable portion thereof, by the proposed assignee or sublessee, is in keeping and compatible with the dignity and character of the Building, and if any Alterations to be made to the Premises are performed in accordance with Article VIII hereof, and if the financial condition capability of User, the proposed sublessee or both. Tenant and User agree, for assignee is commensurate with the benefit of obligations to be undertaken by the proposed sublessee or assignee as reasonably determined by Landlord, that then Landlord agrees not to unreasonably withhold its consent to any such proposed assignment or subletting, provided it shall be on the terms communicated to and approved by Landlord. Notwithstanding Landlord's consent to an assignment or subletting, Tenant shall remain fully liable on this Agreement Lease and Landlord’s consent hereto shall not: (a) create privity not be released from performing any of contract the terms, covenants and conditions of this Lease. In addition to the foregoing requirements, any assignment or subletting hereunder shall be conditioned upon the assignee or sublessee fully assuming and agreeing to be bound by all of the terms, covenants and conditions of this Lease. Further, any rent or other consideration realized by Tenant under any such assignment or subletting in excess of the Gross Rent payable hereunder, after deducting normal and reasonable expenses incurred in subleasing the Premises or assigning this Lease, shall be shared equally between Landlord and User; (b) be deemed to have amended the Lease in any regard (unless Landlord shall have expressly agreed to the amendment and such amendment is executed by all applicable parties); or (c) be construed as a waiver of Landlord’s right to consent to any assignment of the Lease by Tenant or any further subletting of premises leased pursuant to the Lease, or as a waiver of Landlord’s right to consent to any assignment by User of this Agreement or any sub-subletting of all or any part of the Property. Landlord’s consent shall, however, be deemed to evidence Landlord’s agreement that User may use the Shared Space, User Office Space and Shared Assets for the uses set forth in Section 4 above. If Landlord fails to consent to this Agreement within 30 days after the execution and delivery of this Agreement, either party may terminate this Agreement by giving notice to the other at any time thereafter, but before Landlord grants consentTenant.