Common use of PRIME LANDLORD'S CONSENT Clause in Contracts

PRIME LANDLORD'S CONSENT. This Sublease and the obligations of the parties hereunder are expressly conditioned upon Landlord's obtaining prior written consent hereto by Prime Landlord. Tenant shall promptly deliver to Landlord any information reasonably requested by Prime Landlord (in connection with Prime Landlord's approval of this Sublease) with respect to the nature and operation of Tenant's business and/or the financial condition of Tenant. Landlord and Tenant hereby agree, for the benefit of Prime Landlord, that this Sublease and Prime Landlord's consent hereto shall not (a) create privity of contract between Prime Landlord and Tenant; (b) be deemed to have amended the Prime Lease in any regard (unless Prime Landlord shall have expressly agreed in writing to such amendment); or (c) be construed as a waiver of Prime Landlord's right to consent to any assignment of the Prime Lease by Landlord or any further subletting of premises leased pursuant to the Prime Lease, or as a waiver of Prime Landlord's right to consent to any assignment by Tenant of this Sublease or any sub-subletting of the Premises or any part thereof. Prime Landlord's consent shall, however, be deemed to evidence Prime Landlord's agreement that Tenant may use the Premises for the purpose set forth in Section 1(M) and that Tenant shall be entitled to any waiver of claims and of the right of subrogation for damage to Prime Landlord's property if and to the extent that the Prime Lease provides such waivers for the benefit of Landlord.

PRIME LANDLORD'S CONSENT. This Sublease and the obligations of the parties hereunder under it are expressly conditioned upon Landlord's ’s obtaining prior written consent hereto by Prime Landlord’s consent to this Sublease. Tenant shall promptly deliver to Landlord any information reasonably requested by Prime Landlord (in connection with Prime Landlord's ’s approval of this Sublease) with respect to the nature and operation of Tenant's business and/or ’s business, the financial condition of Tenant, or both. Landlord and Tenant hereby agree, for the benefit of Prime Landlord, that this Sublease and Prime Landlord's ’s consent hereto shall not not: (a) create privity of contract between Prime Landlord and Tenant; (b) be deemed to have amended the Prime Lease in any regard (unless Prime Landlord shall have expressly agreed in writing to such the amendment); or (c) be construed as a waiver of Prime Landlord's ’s right to consent to any assignment of the Prime Lease by Landlord or any further subletting of premises leased pursuant to the Prime Lease, or as a waiver of Prime Landlord's ’s right to consent to any assignment by Tenant of this Sublease or any sub-subletting of the Premises all or any part thereofof the Premises. Prime Landlord's ’s consent shall, however, be deemed to evidence Prime Landlord's ’s agreement that Tenant may use the Premises for the purpose set forth in Section 1(M) Tenant’s Use and that Tenant shall be entitled to any waiver of claims and of the right of subrogation for damage to Prime Landlord's ’s property if and to the extent that the Prime Lease provides such waivers for the benefit of Landlord. If Prime Landlord fails to consent to this Sublease within five (5) days after the execution and delivery of this Sublease, either party may terminate this Sublease by giving notice to the other at any time thereafter, but before Prime Landlord grants consent.

PRIME LANDLORD'S CONSENT. This Sublease and the obligations of the parties ------------------------ hereunder are expressly conditioned upon LandlordSublandlord's obtaining prior written consent hereto by Prime Landlord, if such written consent is required under the Prime Lease. Tenant Sublandlord shall use commercially reasonable efforts to obtain such consent. Subtenant shall promptly deliver to Landlord Sublandlord any information reasonably requested by Prime Landlord (in connection with Prime Landlord's approval of this Sublease) with respect to the nature and operation of TenantSubtenant's business and/or the financial condition of TenantSubtenant. Landlord and Tenant hereby agree, for the benefit of Prime Landlord, that this This Sublease and Prime Landlord's consent hereto shall not not: (a) create privity of contract between Prime Landlord and TenantSubtenant; (b) be deemed to have amended the Prime Lease in any regard (unless Prime Landlord shall have expressly agreed in writing to such amendment); or (c) be construed as a waiver of Prime Landlord's right to consent to any assignment of the Prime Lease by Landlord Sublandlord or any further subletting of premises leased pursuant to the Prime LeasePremises, or as a waiver of Prime Landlord's right to consent to any assignment by Tenant Subtenant of this Sublease or any sub-sub- subletting of the Subleased Premises or any part thereof. If Prime Landlord's consent shall, however, be deemed to evidence Prime Landlord's agreement that Tenant may use the Premises for the purpose set forth in Section 1(M) and that Tenant shall be entitled to any waiver of claims and of the right of subrogation for damage to Prime Landlord's property if and this Sublease is required pursuant to the extent Prime Lease, and if Sublandlord reasonably believes that Sublandlord will be placed in default of the Prime Lease provides by Prime Landlord because of the existence of this Sublease, then Sublandlord shall have the right to terminate immediately this Sublease by giving written notice thereof to Subtenant at any time thereafter, but before Prime Landlord grants such waivers for the benefit of Landlordconsent.

PRIME LANDLORD'S CONSENT. This Sublease and the obligations of the parties hereunder are expressly conditioned upon Landlord's obtaining prior written consent hereto by Prime Landlord, if such written consent is required under the Prime Lease. Tenant shall promptly deliver to Landlord any information reasonably requested by Prime Landlord (in connection with Prime Landlord's approval of this Sublease) with respect to the nature and operation of Tenant's business and/or the financial condition of Tenant. Landlord and Tenant hereby agree, for the benefit of Prime Landlord, that this Sublease and Prime Landlord's consent hereto shall not (a) create privity of contract between Prime Landlord and Tenant; (b) be deemed to have amended the Prime Lease in any regard (unless Prime Landlord shall have expressly agreed in writing to such amendment); or (c) be construed as a waiver of Prime Landlord's right to consent to any assignment of the Prime Lease by Landlord or any further subletting of premises leased pursuant to the Prime Lease, or as a waiver of Prime Landlord's right to consent to any assignment by Tenant of this Sublease or any sub-subletting of the Sub-leased Premises or any part thereof. Prime Landlord's consent shall, however, be deemed to evidence Prime Landlord's agreement that Tenant may use the Sub-leased Premises for the purpose set forth in Section 1(M1(P) and that Tenant shall be entitled to any waiver of claims and of the right of subrogation for damage to Prime Landlord's property if and to the extent that the Prime Lease provides such waivers for the benefit of Landlord.

PRIME LANDLORD'S CONSENT. This Sublease and the obligations of the parties hereunder are expressly conditioned upon LandlordSublandlord's obtaining prior written consent hereto by Prime LandlordLandlord and Prime Landlord not exercising its right to recapture the Premises pursuant to Section 13.1 of the Prime Lease, which consent shall be in the form of Exhibit G annexed hereto with a modification thereto in which Prime Landlord agrees that Subtenant shall have the same rights with respect to "Permitted Transfers" as Sublandlord has under the Prime Lease (provided, however, that Subtenant in its sole discretion may waive the requirement for such modification to the consent form). Tenant Subtenant shall promptly deliver to Landlord Sublandlord any information reasonably requested by Prime Landlord (in connection with Prime Landlord's approval of this Sublease) with respect to the nature and operation of TenantSubtenant's business and/or the financial condition of TenantSubtenant. Landlord Sublandlord and Tenant Subtenant hereby agree, for the benefit of Prime Landlord, that this Sublease and Prime Landlord's consent hereto shall not (a) create privity of contract between Prime Landlord and TenantSubtenant; (b) be deemed to have amended the Prime Lease in any regard (unless Prime Landlord shall have expressly agreed in writing to such amendment)regard; or (c) be construed as a waiver of Prime Landlord's right to consent to any assignment of the Prime Lease by Landlord Sublandlord or any further subletting of premises leased pursuant to the Prime Lease, or as a waiver of Prime Landlord's right to consent to any assignment by Tenant Subtenant of this Sublease or any sub-subletting of the Premises or any part thereof. If Prime Landlord fails to consent to this Sublease within sixty (60) days after the execution and delivery of this Sublease, or if Prime Landlord fails to consent to the performance of the Sublandlord Improvement Work within sixty (60) days after the execution and delivery of this Sublease, then in either event, either party shall have the right to terminate this Sublease by giving written notice thereof to the other at any time thereafter, but before Prime Landlord grants such consent. Consent may be granted only by a written instrument reasonably acceptable to Sublandlord and Subtenant and signed by Prime Landlord's consent shall, however, be deemed to evidence Prime Landlord's agreement that Tenant may use the Premises for the purpose set forth in Section 1(M) and that Tenant shall be entitled to any waiver of claims and of the right of subrogation for damage to Prime Landlord's property if and to the extent that the Prime Lease provides such waivers for the benefit of Landlord.

PRIME LANDLORD'S CONSENT. This Sublease and the obligations of the parties hereunder are expressly conditioned upon Landlord's obtaining prior written consent hereto by Prime Landlord, if such written consent is required under the Prime Lease. If Landlord does not obtain such consent from the Prime Landlord, Tenant shall have the right to terminate this Sublease upon written notice to Landlord, whereupon this Sublease shall be null and void and of no further force or effect. Tenant shall promptly deliver to Landlord any information reasonably requested by Prime Landlord (in connection with Prime Landlord's approval of this Sublease) with respect to the nature and operation of Tenant's business and/or the financial condition of Tenant. Landlord and Prime Landlord shall keep such information regarding Tenant confidential and shall disclose such information only on a need to know basis (and such need to know basis shall include, but not be limited to, Landlord's right to disclose such information to Prime Landlord, after first obtaining Prime Landlord's written assent to the confidentiality provisions of this Section 29). Landlord and Tenant hereby agree, for the benefit of Prime Landlord, that this Sublease and Prime Landlord's consent hereto shall not (a) create privity of contract between Prime Landlord and Tenant; (b) be deemed to have amended the Prime Lease in any regard (unless Prime Landlord shall have expressly agreed in writing to such amendment); or (c) be construed as a waiver of Prime Landlord's right to consent to any assignment of the Prime Lease by Landlord or any further subletting of premises leased pursuant to the Prime Lease, or as a waiver of Prime Landlord's right to consent to any assignment by Tenant of this Sublease or any sub-subletting letting of the Premises or any part thereof. Prime Landlord's consent shall, however, be deemed to evidence Prime Landlord's agreement that Tenant may use the Premises for the purpose set forth in Section 1(M) and that Tenant shall be entitled to any waiver of claims and of the right of subrogation for damage to Prime Landlord's property if and to the extent that the Prime Lease provides such waivers for the benefit of Landlord.

PRIME LANDLORD'S CONSENT. This Sublease and the obligations of the parties hereunder are expressly conditioned upon LandlordXxxxxxxx's obtaining prior written consent hereto by Prime Landlord. Tenant shall promptly deliver to Landlord any information reasonably requested by Prime Landlord (in connection with Prime Landlord's approval of this Sublease) with respect to the nature and operation of Tenant's business and/or the financial condition of Tenant. Landlord and Tenant hereby agree, for the benefit of Prime Landlord, that this Sublease and Prime Landlord's consent hereto shall not (a) create privity of contract between Prime Landlord and Tenant; (b) be deemed to have amended the Prime Lease in any regard (unless Prime Landlord shall have expressly agreed in writing to such amendment); or (c) be construed as a waiver of Prime Landlord's right to consent to any assignment of the Prime Lease by Landlord or any further subletting of premises leased pursuant to the Prime Lease, or as a waiver of Prime Landlord's right to consent to any assignment by Tenant of this Sublease or any sub-subletting of the Premises or any part thereof. Prime Landlord's consent shall, however, be deemed to evidence Prime Landlord's agreement that Tenant may use the Premises for the purpose set forth in Section 1(M) and that Tenant shall be entitled to any waiver of claims and of the right of subrogation for damage to Prime Landlord's property if and to the extent that the Prime Lease provides such waivers for the benefit of Landlord.

PRIME LANDLORD'S CONSENT. This Sublease and the obligations of the parties hereunder are expressly conditioned upon Landlord's ’s obtaining prior written consent hereto by Prime Landlord. Tenant shall promptly deliver to Landlord any information reasonably requested by Prime Landlord (in connection with Prime Landlord's ’s approval of this Sublease) with respect to the nature and operation of Tenant's ’s business and/or the financial condition of Tenant. Landlord and Tenant hereby agree, for the benefit of Prime Landlord, that this Sublease and Prime Landlord's ’s consent hereto shall not (a) create privity of contract between Prime Landlord and Tenant; (b) be deemed to have amended the Prime Lease in any regard (unless Prime Landlord shall have expressly agreed in writing to such amendment); or (c) be construed as a waiver of Prime Landlord's ’s right to consent to any assignment of the Prime Lease by Landlord or any further subletting of premises leased pursuant to the Prime Lease, or as a waiver of Prime Landlord's ’s right to consent to any assignment by Tenant of this Sublease or any sub-subletting sub- letting of the Premises or any part thereof. If Prime Landlord fails to consent to this Sublease within thirty (30) days after the execution and delivery of this Sublease, either party shall have the right to terminate this Sublease by giving written notice thereof to the other at any time thereafter, but before Prime Landlord grants such consent; provided, however, that Tenant shall not have the right to terminate if Prime Landlord's failure to consent is occasioned by any act or omission of Tenant, including without limitation, the failure of Tenant to provide all information required by Prime Landlord in connection with this Sublease and Prime Landlord's consent shall, however, be deemed to evidence Prime Landlord's agreement that Tenant may use the Premises for the purpose set forth in Section 1(M) and that Tenant shall be entitled to any waiver of claims and of the right of subrogation for damage to Prime Landlord's property if and to the extent that the Prime Lease provides such waivers for the benefit of Landlordthereto.

PRIME LANDLORD'S CONSENT. This Sublease and the obligations of the parties hereunder are expressly conditioned upon Landlord's ’s obtaining prior written consent hereto by Prime Landlord, if such written consent is required under the Prime Lease. Tenant shall promptly deliver to Landlord any information reasonably requested by Prime Landlord (in connection with Prime Landlord's ’s approval of this Sublease) with respect to the nature and operation of Tenant's ’s business and/or the financial condition of Tenant. Landlord and Tenant hereby agree, for the benefit of Prime Landlord, that this Sublease and Prime Landlord's ’s consent hereto shall not (a) create privity of contract between Prime Landlord and Tenant; (b) be deemed to have amended the Prime Lease in any regard (unless un less Prime Landlord shall have expressly agreed in writing to such amendment); or (c) be construed as a waiver of Prime Landlord's ’s right to consent to any assignment of the Prime Lease by Landlord or any further subletting of premises leased pursuant to the Prime Lease, or as a waiver of Prime Landlord's ’s right to consent to any assignment by Tenant of this Sublease or any sub-subletting letting of the Premises or any part thereof. Prime Landlord's ’s consent shall, however, be deemed to evidence Prime Landlord's ’s agreement that Tenant may use the Premises for the purpose set forth in Section 1(M1(r) and that Tenant shall be entitled to any waiver of claims and of the right of subrogation for damage to Prime Landlord's ’s property if and to the extent that the Prime Lease provides such waivers for the benefit of Landlord. If Prime Landlord fails to consent to this Sublease within thirty (30) days after the execution and delivery of this Sublease, either party shall have the right to terminate this Sublease by giving written notice thereof to the other at any time thereafter, but before Prime Landlord grants such consent.

PRIME LANDLORD'S CONSENT. This Sublease and the obligations of the parties hereunder are expressly conditioned upon Landlord's obtaining prior written consent hereto by Prime Landlord, if such written consent is required under the Prime Lease. Tenant shall promptly deliver to Landlord any information reasonably requested by Prime Landlord (in connection with Prime Landlord's approval of this Sublease) with respect to the nature and operation of Tenant's business and/or the financial condition of Tenant. Landlord and Tenant hereby agree, for the benefit of Prime Landlord, that this Sublease and Prime Landlord's consent hereto shall not (a) create privity of contract between Prime Landlord and Tenant; (b) be deemed to have amended the Prime Lease in any regard (unless Prime Landlord shall have expressly agreed in writing to such amendment); or (c) be construed as a waiver of Prime Landlord's right to consent to any assignment of the Prime Lease by Landlord or any further subletting of premises Subleased Premises leased pursuant to the Prime Lease, or as a waiver of Prime Landlord's right to consent to any assignment by Tenant of this Sublease or any sub-subletting letting of the Subleased Premises or any part thereof. Prime Landlord's consent shall, however, be deemed to evidence Prime Landlord's agreement that Tenant may use the Subleased Premises for the purpose set forth in Section 1(M) 1.O. and that Tenant shall be entitled to any waiver of claims and of the right of subrogation for damage to Prime Landlord's property if and to the extent that the Prime Lease provides such waivers for the benefit of Landlord. If Prime Landlord fails to consent to this Sublease within thirty (30) days after the execution and delivery of this Sublease, either party shall have the right to terminate this Sublease by giving written notice thereof to the other at any time thereafter, but before Prime Landlord grants such consent.

PRIME LANDLORD'S CONSENT. This Sublease and the obligations of the parties hereunder are expressly conditioned upon Landlord's obtaining prior written consent hereto by Prime Landlord. Tenant shall promptly deliver to Landlord any information reasonably requested by Prime Landlord (in connection with Prime Landlord's approval of this Sublease) with respect to the nature and operation of Tenant's business and/or the financial condition of Tenant. Landlord and Tenant hereby agree, for the benefit of Prime Landlord, that this Sublease and Prime Landlord's consent hereto shall not (a) create privity of contract between Prime Landlord and Tenant; (b) be deemed to have amended the Prime Lease in any regard (unless Prime Landlord shall have expressly agreed in writing to such amendment); or (c) be construed as a waiver of Prime Landlord's right to consent to any assignment of the Prime Lease by Landlord or any further subletting of premises Demised Premises leased pursuant to the Prime Lease, or as a waiver of Prime Landlord's right to consent to any assignment by Tenant of this Sublease or any sub-subletting of the Demised Premises or any part thereof. Landlord agrees to use good faith reasonable efforts to assist Tenant in obtaining Prime Landlord's consent shall, consent; however, be deemed to evidence Prime Landlord's agreement that Tenant may use in the Premises for event such consent is not obtained on or before the purpose set forth in Section 1(M) and that Outside Delivery Date, Tenant shall be entitled have the right to any waiver of claims terminate this Sublease and receive the return of the right of subrogation for damage to Prime Landlord's property if Security Deposit and to the extent that the Prime Lease provides such waivers for the benefit of Landlordall amounts pre-paid by Tenant hereunder.

PRIME LANDLORD'S CONSENT. This Sublease and the obligations of the parties hereunder are expressly conditioned upon Landlord's obtaining prior written consent hereto by Prime Landlord. Tenant shall promptly deliver to Landlord any information reasonably requested by Prime Landlord (in connection with Prime Landlord's approval of this Sublease) with respect to the nature and operation of Tenant's business and/or the financial condition of Tenant. Landlord and Tenant hereby agree, for the benefit of Prime Landlord, that this Sublease and Prime Landlord's consent hereto shall not (a) create privity of contract between Prime Landlord and Tenant; (b) be deemed to have amended the Prime Lease in any regard (unless Prime Landlord shall have expressly agreed in writing to such amendment); or (c) be construed as a waiver of Prime Landlord's right to consent to any assignment of the Prime Lease by Landlord or any further subletting of premises leased pursuant to the Prime Lease, or as a waiver of Prime Landlord's right to consent to any assignment by Tenant of this Sublease or any sub-subletting letting of the Premises or any part thereof. If Prime Landlord fails to consent to this Sublease within thirty (30) days after the execution and delivery of this Sublease, either party shall have the right to terminate this Sublease by giving written notice thereof to the other at any time thereafter, but before Prime Landlord grants such consent; provided, however, that Tenant shall not have the right to terminate if Prime Landlord's failure to consent is occasioned by any act or omission of Tenant, including without limitation, the failure of Tenant to provide all information required by Prime Landlord in connection with this Sublease and Prime Landlord's consent shall, however, be deemed to evidence Prime Landlord's agreement that Tenant may use the Premises for the purpose set forth in Section 1(M) and that Tenant shall be entitled to any waiver of claims and of the right of subrogation for damage to Prime Landlord's property if and to the extent that the Prime Lease provides such waivers for the benefit of Landlordthereto.

PRIME LANDLORD'S CONSENT. This Sublease and the obligations of the parties hereunder are expressly conditioned upon Landlord's obtaining prior written consent hereto by Prime Landlord and a waiver of Landlord's right to recapture the Premises. Tenant shall promptly deliver to Landlord any information reasonably requested by Prime Landlord (in connection with Prime Landlord's approval of this Sublease) with respect to the nature and operation of Tenant's business and/or the financial condition of Tenant. Landlord and Tenant hereby agree, for the benefit of Prime Landlord, that this Sublease and Prime Landlord's consent hereto shall not (a) create privity of contract between Prime Landlord and Tenant; (b) be deemed to have amended the Prime Lease in any regard (unless Prime Landlord shall have expressly agreed in writing to such amendment); or (c) be construed as a waiver of Prime Landlord's right to consent to any assignment of the Prime Lease by Landlord or any further subletting of premises leased pursuant to the Prime Lease, or as a waiver of Prime Landlord's right to consent to any assignment by Tenant of this Sublease or any sub-subletting letting of the Premises or any part thereof. Prime Landlord's consent shall, however, be deemed to evidence Prime Landlord's agreement that Tenant may use the Premises for the purpose set forth in Section 1(M1(P) and that Tenant shall be entitled to any waiver of claims and of the right of subrogation for damage to Prime Landlord's property if and to the extent that the Prime Lease provides such waivers for the benefit of Landlord. If Prime Landlord fails to consent to this Sublease or fails to waive its right to recapture the Premises within thirty (30) days after the execution and delivery of this Sublease (unless such a failure to act by Prime Landlord is deemed under the Prime Lease to be a consent by Prime Landlord), either party shall have the right to terminate this Sublease by giving written notice thereof to the other at any time thereafter, but before Prime Landlord grants such consent and waives such right to recapture.

PRIME LANDLORD'S CONSENT. This Notwithstanding anything in this Sublease to the contrary, this Sublease is subject to and conditioned upon Sublandlord obtaining the obligations written consent of Prime Landlord to this Sublease, in accordance with the provisions of the parties hereunder are expressly conditioned upon Landlord's obtaining prior written Prime Lease (the “Prime Landlord Consent”). Subtenant agrees to promptly execute and deliver a consent hereto by Prime Landlord. Tenant shall promptly deliver to Landlord any information agreement in a form reasonably requested by Prime Landlord Landlord, provided that such consent does not contain any provisions that would materially increase the obligations of either party under this Sublease, or increase in any fashion the amount to be paid hereunder by Subtenant. Sublandlord shall in no event be required to (A) incur any cost or expense in connection with Prime Landlord's approval of this Sublease) with respect to the nature and operation of Tenant's business such consent, except any fees, costs and/or the financial condition of Tenant. Landlord and Tenant hereby agree, for the benefit of Prime Landlord, that this Sublease and Prime Landlord's consent hereto shall not (a) create privity of contract between expenses incurred or imposed by Prime Landlord and Tenant; (b) be deemed to have amended under the Prime Lease in connection with granting such consent and/or reviewing Sublandlord’s request for such consent, (B) alter any regard (unless Prime Landlord shall have expressly agreed in writing to such amendment); or (c) be construed as a waiver of Prime Landlord's right to consent to any assignment of the Prime Lease by Landlord or any further subletting provisions of premises leased pursuant to the Prime Lease, or as a waiver of (C) commence any action or proceedings against Prime Landlord's right . Subtenant shall (i) cooperate with Sublandlord and use commercially reasonable efforts to assist Sublandlord in obtaining such consent as soon as practicable and (ii) provide all information concerning Subtenant that Prime Landlord shall reasonably require in connection with Sublandlord’s request for such consent. If such consent is refused, or conditioned in such a manner not acceptable to any assignment Sublandlord, or if Prime Landlord shall otherwise fail to grant such consent by Tenant the date that is thirty (30) days following the date of this Sublease Sublease, then either party may, by written notice to the other, given at any time prior to the granting of such consent, terminate and cancel this Sublease, provided that if Prime Landlord consents in a manner acceptable to Sublandlord, then neither party’s right of termination shall be of any further effect. Upon the timely delivery of such written notice of termination in accordance with the terms hereof, neither party shall have any further rights or any sub-subletting of the Premises or any part thereof. Prime Landlord's consent shallobligations hereunder, however, be deemed to evidence Prime Landlord's agreement that Tenant may use the Premises except for the purpose those rights and obligations expressly set forth in Section 1(M) and that Tenant herein to survive the expiration or earlier termination of this Sublease. In addition, the Sublandlord shall be entitled promptly return to Subtenant any waiver of claims and of the right of subrogation for damage to Prime Landlord's property if and to the extent that the Prime Lease provides such waivers for the benefit of LandlordRent prepaid.

PRIME LANDLORD'S CONSENT. This Sublease and the obligations of the parties hereunder are expressly conditioned upon Landlord's obtaining prior written consent hereto by Prime Landlord. Tenant shall promptly deliver to Landlord any information reasonably requested by Prime Landlord (in connection with Prime Landlord's approval of this Sublease) with respect to the nature and operation of Tenant's business and/or the financial condition of Tenant. Landlord and Tenant hereby agree, for the benefit of Prime Landlord, that this Sublease and Prime Landlord's consent hereto shall not (a) create privity of contract between Prime Landlord and Tenant; (b) be deemed to have amended the Prime Lease in any regard (unless Prime Landlord shall have expressly agreed in writing to such amendment); or (c) be construed as a waiver of Prime Landlord's right to consent to any assignment of the Prime Lease by Landlord or any further subletting of premises leased pursuant to the Prime Lease, or as a waiver of Prime Landlord's right to consent to any assignment by Tenant of this Sublease or any sub-subletting letting of the Premises or any part thereof. Prime Landlord's consent shall, however, be deemed to evidence Prime Landlord's agreement that Tenant may use the Premises for the purpose set forth in Section 1(M) and that Tenant shall be entitled to any waiver of claims and of the right of subrogation for damage to Prime Landlord's property if and to the extent that the Prime Lease provides such waivers for the benefit of Landlord. If Prime Landlord fails to consent to this Sublease within thirty (30) days after the execution and delivery of this Sublease, either party shall have the right to terminate this Sublease by giving written notice thereof to the other at any time thereafter, but before Prime Landlord grants such consent.

PRIME LANDLORD'S CONSENT. This Sublease and the obligations of the parties hereunder under it are expressly conditioned upon Landlord's ’s obtaining prior written consent hereto by Prime Landlord. Tenant shall promptly deliver ’s consent to Landlord any information reasonably requested by Prime Landlord (in connection with Prime Landlord's approval of this Sublease) with respect to the nature and operation of Tenant's business and/or the financial condition of Tenant. Landlord and Tenant hereby agree, for the benefit of Prime Landlord, that this Sublease and Prime Landlord's ’s consent hereto shall not (a) create privity of contract between Prime Landlord and Tenant; (b) be deemed to have amended the Prime Lease in any regard (unless Prime Landlord shall have expressly agreed in writing to such the amendment); or (c) be construed as a waiver of Prime Landlord's ’s right to consent to any assignment of the Prime Lease by Landlord or any further subletting of premises leased pursuant to the Prime Lease, or as a waiver of Prime Landlord's ’s right to consent to any assignment by Tenant of this Sublease or any sub-subletting of the Premises all or any part thereofof the Premises. Prime Landlord's ’s consent shall, however, be deemed to evidence Prime Landlord's ’s agreement that (y) Tenant may use the Premises for the purpose set forth in Section 1(Mpurposes described herein and (z) and that Tenant shall be entitled to any waiver of claims and of the right of subrogation for damage to Prime Landlord's ’s property if and to the extent that the Prime Lease provides such waivers for the benefit of Landlord.

PRIME LANDLORD'S CONSENT. This Sublease First Amendment and the obligations of the parties hereunder under it are expressly conditioned upon Landlord's Sublessor’s obtaining prior written consent hereto by Prime Landlord’s consent to this First Amendment. Tenant Sublessee shall promptly deliver to Landlord Sublessor any information reasonably requested by Prime Landlord (in connection with Prime Landlord's ’s approval of this SubleaseFirst Amendment) with respect to the nature and operation of Tenant's business and/or Sublessee’s business, the financial condition of TenantSublessee, or both. Landlord and Tenant hereby agree, for For the benefit of Prime Landlord, Sublessor and Sublessee agree that this Sublease First Amendment and Prime Landlord's ’s consent hereto shall not not: (a) create privity of contract between Prime Landlord and TenantSublessee; (b) be deemed to have amended the Prime Lease in any regard (unless Prime Landlord shall have expressly agreed in writing to such the amendment); or (c) be construed as a waiver of the right of either the Prime Landlord's right Landlord or Sublessor to consent to any assignment of the Prime Lease by Landlord or Lease, any further subletting of premises leased pursuant to the Prime LeaseSublet Premises, or as a waiver of Prime Landlord's right to consent to any assignment by Tenant Sublessee of this the Sublease or any sub-subletting of the Premises all or any part thereofof the Sublet Premises. In the event Prime Landlord's ’s consent shallshall not be obtained within thirty (30) days from the date hereof, however, be deemed to evidence Prime Landlord's agreement that Tenant either party may use the Premises for the purpose set forth in Section 1(M) cancel and that Tenant shall be entitled to any waiver of claims and of the right of subrogation for damage to Prime Landlord's property if and to the extent that the Prime Lease provides such waivers for the benefit of Landlordterminate this Sublease.

PRIME LANDLORD'S CONSENT. This Sublease and the obligations of the parties hereunder are expressly conditioned upon LandlordSublandlord's obtaining prior written consent hereto by Prime LandlordLandlord which such consent is attached hereto as Exhibit "D". Tenant Subtenant shall promptly deliver to Landlord Sublandlord any information reasonably requested by Prime Landlord (in connection with Prime Landlord's approval of this Sublease) with respect to the nature and operation of TenantSubtenant's business and/or the financial condition of TenantSubtenant. Landlord Sublandlord and Tenant Subtenant hereby agree, for the benefit of Prime Landlord, that this Sublease and Prime Landlord's consent hereto shall not not: (a) create privity of contract between Prime Landlord and TenantSubtenant; (b) be deemed to have amended the Prime Lease in any regard (unless Prime Landlord shall have expressly agreed in writing to such amendment); or (c) be construed as a waiver of Prime Landlord's right to consent to any assignment of the Prime Lease by Landlord Sublandlord or any further subletting of premises leased pursuant to the Prime Lease, or as a waiver of Prime Landlord's right to consent to any assignment or subletting by Tenant Subtenant of this Sublease or any sub-subletting of the Premises or any part thereofthis. Prime Landlord's consent shall, however, be deemed to evidence Prime Landlord's agreement that Tenant Subtenant may use the Premises for the purpose set forth in Section 1(M1(R) and that Tenant Subtenant shall be entitled to any waiver of claims and of the right of subrogation for damage to Prime Landlord's property if and to the extent that the Prime Lease provides such waivers for the benefit of LandlordSublandlord. If Prime Landlord fails to consent to this Sublease within fifteen (15) days after the execution and delivery of this Sublease, either party shall have the right to terminate this Sublease by giving written notice thereof to the other at any time thereafter, but before Prime Landlord grants such consent.

PRIME LANDLORD'S CONSENT. This Sublease and the obligations of the parties hereunder are expressly conditioned upon Landlord's Sublandlord’s obtaining prior written consent hereto by Prime Landlord, if such written consent is required under the Prime Lease. Tenant Subtenant shall promptly deliver to Landlord Sublandlord any information reasonably requested by Prime Landlord (in connection with Prime Landlord's approval of ’s consent to this Sublease) with respect to the nature and operation of Tenant's Subtenant’s business and/or the financial condition of TenantSubtenant. Landlord Sublandlord and Tenant Subtenant hereby agree, for the benefit of Prime Landlord, that this Sublease and Prime Landlord's ’s consent hereto shall not (a) create privity of contract between Prime Landlord and TenantSubtenant; (b) be deemed to have amended the Prime Lease in any regard (unless Prime Landlord shall have expressly agreed in writing to such amendment); or (c) be construed as a waiver of Prime Landlord's ’s right to consent to any assignment of the Prime Lease by Landlord Sublandlord or any further subletting of premises leased pursuant to the Prime Lease, or as a waiver of Prime Landlord's ’s right to consent to any assignment by Tenant Subtenant of this Sublease or any sub-subletting of the Premises or any part thereof. Prime Landlord's ’s consent shall, however, be deemed to evidence Prime Landlord's ’s agreement that Tenant Subtenant may use the Premises for the purpose set forth in Section 1(M1(R) and that Tenant Subtenant shall be entitled to any waiver of claims and of the right of subrogation for damage to Prime Landlord's ’s property if and to the extent that the Prime Lease provides such waivers for the benefit of LandlordSublandlord. If Prime Landlord fails to consent to this Sublease within thirty (30) days after the execution and delivery of this Sublease, either party shall have the right to terminate this Sublease by giving written notice thereof to the other at any time thereafter, but before Prime Landlord grants such consent.

PRIME LANDLORD'S CONSENT. This Sublease and the obligations of the parties hereunder under it are expressly conditioned upon Sublandlord’s obtaining Prime Landlord's obtaining prior ’s written consent hereto by Prime Landlordto this Sublease. Tenant shall Subtenant will promptly deliver to Landlord Sublandlord any information reasonably requested by Prime Landlord (in connection with Prime Landlord's ’s approval of this Sublease) with respect to the nature and operation of Tenant's Subtenant’s business and/or the financial condition of TenantSubtenant. Landlord and Tenant hereby agree, for the benefit of Prime Landlord, that this This Sublease and Prime Landlord's ’s consent hereto shall not (a) create privity of contract between Prime Landlord and TenantSubtenant; (b) be deemed to have amended the Prime Lease in any regard (unless Prime Landlord shall have has expressly agreed in writing to such amendment); or (c) be construed as a waiver of Prime Landlord's ’s right to consent to any assignment of the Prime Lease by Landlord Sublandlord or any further subletting of premises leased pursuant to the Prime Lease, or as a waiver of Prime Landlord's ’s right to consent to any assignment by Tenant Subtenant of this Sublease or any sub-subletting of the Premises all or any part thereof. Prime Landlord's consent shall, however, be deemed to evidence Prime Landlord's agreement that Tenant may use the Premises for the purpose set forth in Section 1(M) and that Tenant shall be entitled to any waiver of claims and of the Premises. If Prime Landlord fails to consent to this Sublease within thirty (30) days after the execution and delivery of this Sublease, either party has the right of subrogation for damage to Prime Landlord's property if and terminate this Sublease by giving written notice thereof to the extent that the other at any time thereafter, but before Prime Lease provides Landlord grants such waivers for the benefit of Landlordconsent.

PRIME LANDLORD'S CONSENT. This Sublease and the obligations of the parties hereunder are expressly conditioned upon Landlord's Sublandlord’s obtaining prior written consent hereto by Prime LandlordLandlord in a form reasonably acceptable to Subtenant, which shall include the terms set forth in the Prime Landlord consent attached hereto as Exhibit D and which Sublandlord, at its sole cost and expense, shall use commercially reasonable efforts to obtain. Tenant Subtenant shall promptly deliver to Landlord Sublandlord any information reasonably requested by Prime Landlord (in connection with Prime Landlord's ’s approval of this Sublease) with respect to the nature and operation of Tenant's Subtenant’s business and/or the financial condition of TenantSubtenant. Landlord Sublandlord and Tenant Subtenant hereby agree, for the benefit of Prime Landlord, that this Sublease and Prime Landlord's ’s consent hereto shall not (a) create privity of contract between Prime Landlord and TenantSubtenant; (b) be deemed to have amended the Prime Lease in any regard (unless Prime Landlord shall have expressly agreed in writing to such amendment); or (c) be construed as a waiver of Prime Landlord's ’s right under the Prime Lease to consent to any assignment of the Prime Lease by Landlord or any further subletting of premises leased pursuant to the Prime LeaseSublandlord, or as a waiver of Prime Landlord's ’s right to consent to any assignment by Tenant Subtenant of this Sublease or any sub-sub- subletting of the Premises or any part thereof. If Prime Landlord's Landlord fails to consent shallto this Sublease within fifteen (15) business days after the date of full execution and delivery of this Sublease, however, be deemed to evidence Prime Landlord's agreement that Tenant may use the Premises for the purpose set forth in Section 1(M) and that Tenant either party shall be entitled to any waiver of claims and of have the right of subrogation for damage to Prime Landlord's property if and terminate this Sublease by giving written notice thereof to the extent other at any time thereafter, but before Prime Landlord grants such consent. In connection with the consent to this Sublease, Prime Landlord and Sublandlord shall acknowledge and agree in writing that the Prime Lease provides such waivers for the benefit of Landlordis valid and binding.

PRIME LANDLORD'S CONSENT. This Sublease and the obligations of the ------------------------ parties hereunder are expressly conditioned upon LandlordSublandlord's obtaining prior written consent hereto by Prime Landlord, if such written consent is required under the Prime Lease. Tenant Sublandlord shall use commercially reasonable efforts to obtain such consent. Subtenant shall promptly deliver to Landlord Sublandlord any information reasonably requested by Prime Landlord (in connection with Prime Landlord's approval of this Sublease) with respect to the nature and operation of TenantSubtenant's business and/or the financial condition of TenantSubtenant. Landlord and Tenant hereby agree, for the benefit of Prime Landlord, that this This Sublease and Prime Landlord's consent hereto shall not not: (a) create privity of contract [Sublease of Entire Premises] ----------------------------- between Prime Landlord and TenantSubtenant; (b) be deemed to have amended the Prime Lease in any regard (unless Prime Landlord shall have expressly agreed in writing to such amendment); or (c) be construed as a waiver of Prime Landlord's right to consent to any assignment of the Prime Lease by Landlord Sublandlord or any further subletting of premises leased pursuant to the Prime LeasePremises, or as a waiver of Prime Landlord's right to consent to any assignment by Tenant Subtenant of this Sublease or any sub-subletting of the Premises or any part thereof. If Prime Landlord's consent shall, however, be deemed to evidence Prime Landlord's agreement that Tenant may use the Premises for the purpose set forth in Section 1(M) and that Tenant shall be entitled to any waiver of claims and of the right of subrogation for damage to Prime Landlord's property if and this Sublease is required pursuant to the extent Prime Lease, and if Sublandlord reasonably believes that Sublandlord will be placed in default of the Prime Lease provides by Prime Landlord because of the existence of this Sublease, then Sublandlord shall have the right to terminate immediately this Sublease by giving written notice thereof to Subtenant at any time thereafter, but before Prime Landlord grants such waivers for the benefit of Landlordconsent.

PRIME LANDLORD'S CONSENT. This Prime Landlord has consented to this Sublease pursuant to a separate Consent to Sublease by and the obligations of the parties hereunder are expressly conditioned upon Landlord's obtaining prior written consent hereto by among Prime Landlord, Landlord and Tenant of even date herewith. Tenant shall promptly deliver to Landlord any information reasonably requested by Prime Landlord (in connection with Prime Landlord's ’s approval of this Sublease) with respect , including, without limitation, information as to the nature and operation of Tenant's ’s business and/or and the financial condition of Tenant, or both. Landlord and Tenant hereby agree, for the benefit of Prime Landlord, that this Sublease and Prime Landlord's ’s consent hereto shall not not: (a) create privity of contract between Prime Landlord and Tenant; (b) be deemed to have amended the Prime Lease in any regard (unless Prime Landlord shall have expressly agreed in writing to such the amendment); or (c) be construed as a waiver of Prime Landlord's ’s right to consent to any assignment of the Prime Lease by Landlord or any further subletting of the premises leased pursuant to the Prime Lease, or as a waiver of Prime Landlord's ’s right to consent to any assignment by Tenant of this Sublease or any sub-subletting of the Premises all or any part thereofof the Premises. Prime Landlord's ’s consent shall, however, be deemed to evidence Prime Landlord's ’s agreement that Tenant may use the Premises for the purpose set forth in Section 1(M) Permitted Use and that Tenant shall be entitled to any waiver of claims and of the right of subrogation for damage to Prime Landlord's ’s property if and to the extent that the Prime Lease provides such waivers for the benefit of Landlord. Landlord and Tenant agree that all of Prime Landlord’s costs and expenses incurred in connection with this Sublease shall be paid one-half by Landlord and one-half by Tenant. If Prime Landlord fails to consent to this Sublease within 45 days after the execution and delivery of this Sublease, either party may terminate this Sublease by giving notice to the other at any time thereafter, but before Prime Landlord grants consent.

PRIME LANDLORD'S CONSENT. This Sublease and the obligations of the parties hereunder are expressly conditioned upon Landlord's Xxxxxxxx’s obtaining prior written consent hereto by Prime LandlordLandlord and Prime Landlord not exercising its right to recapture the Premises pursuant to Article 41 of the Prime Lease. Tenant shall promptly deliver to Landlord any information reasonably requested by Prime Landlord (in connection with Prime Landlord's ’s approval of this Sublease) with respect to the nature and operation of Tenant's ’s business and/or the financial condition of Tenant. Landlord and Tenant hereby agree, for the benefit of Prime Landlord, that this Sublease and Prime Landlord's ’s consent hereto shall not (a) create privity of contract between Prime Landlord and Tenant; (b) be deemed to have amended the Prime Lease in any regard (unless Prime Landlord shall have expressly agreed in writing to such amendment)regard; or (c) be construed as a waiver of Prime Landlord's ’s right to consent to any assignment of the Prime Lease by Landlord or any further subletting of premises leased pursuant to the Prime Lease, or as a waiver of Prime Landlord's ’s right to consent to any assignment by Tenant of this Sublease or any sub-subletting of the Premises or any part thereof. If Prime Landlord's Landlord fails to consent shall, however, be deemed to evidence Prime Landlord's agreement that Tenant may use the Premises this Sublease within thirty (30) days after a written request for the purpose set forth in Section 1(M) and that Tenant shall be entitled to any waiver of claims and of the right of subrogation for damage consent is delivered to Prime Landlord's property if and , either party shall have the right to terminate this Sublease by giving written notice thereof to the extent that other at any time thereafter, but before Prime Landlord grants such consent. Such written request shall be delivered by Landlord to Prime Landlord within three (3) business days after this Sublease is executed and delivered by the parties, and Landlord shall promptly send Tenant a copy of such request for consent (specifying the date on which the request was delivered to Prime Lease provides such waivers for the benefit of Landlord).