Common use of Restrictions on Transfers; Landlord’s Consent Clause in Contracts

Restrictions on Transfers; Landlord’s Consent. Except as otherwise expressly set forth in Section 10.1.1, below, to the contrary, Tenant shall not effect a Transfer, without Landlord’s express prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. It shall be unreasonable for Landlord to withhold its consent to any Transfer where (i) Tenant gives Landlord prior written notice of the name of such transferee, (ii) the applicable transferee assumes, in writing, for the benefit of Landlord, all of Tenant’s obligations under this Lease, (iii) immediately following such assignment, such transferee has the same or better financial strength as that which Tenant had as of the Effective Date of this Lease, as evidenced in a manner reasonably acceptable to Landlord, (iv) the then-required Tenant Security is replaced in full in accordance with the terms of the Lease upon such assignment, (v) such transferee has sufficient relevant experience owning and/or operating data center facilities of comparable size and quality as the Premises as determined in Landlord’s reasonable discretion, (vi) such transferee has substantially similar energy consumption needs as Tenant as a result of conducting the Permitted Use on the Premises, (vii) the Energy Supply Agreement or Market Rate Energy Supply Agreement, as applicable, is also assigned to, and assumed by, such transferee, (viii) such transferee is not owned by or controlled by a Foreign Adversary and such assignment and/or transferee’s use of the Premises for its Permitted Use would not reasonably be considered a “covered transaction” or “covered real estate transaction” pursuant to CFIUS Laws, and (ix) as of the date of the proposed Transfer, the proposed transferee is not reasonably expected to be subject to higher levels of regulation than Tenant and the Proposed Transfer is not reasonably expected to subject the Premises or Landlord to higher levels of regulation as a result of conducting the Permitted Use on the Premises (the requirements in (i)-(ix), collectively, the “Transfer Requirements”). Except as otherwise expressly set forth in this Lease, no Transfer (whether voluntary, involuntary or by operation of law) shall be valid or effective without Landlord’s prior written consent as provided above and, at Landlord’s election, any such Transfer shall constitute an Event of Default by Tenant under Section 15.1.2 of this Lease.

Restrictions on Transfers; Landlord’s Consent. Except as otherwise expressly set forth in Section 10.1.1, below, to the contrary, Tenant shall not effect sublease all or any part of the Tenant Space, nor assign this Lease, nor enter any other agreement (a) permitting a third party (other than Tenant’s employees and occasional guests) to occupy or use any portion of the Tenant Space or (b) otherwise assigning, transferring, mortgaging, pledging, hypothecating, encumbering or permitting a lien to attach to its interest under this Lease (any such assignment, sublease or the like may sometimes be referred to herein as a “Transfer” and any person or entity to whom a Transfer is made or sought to be made is referred to herein as a “Transferee”), without Landlord’s express prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. It shall be unreasonable for Landlord to withhold its consent to any Transfer where (i) Tenant gives Landlord prior written notice of the name of such transferee, (ii) the applicable transferee assumes, in writing, for the benefit of Landlord, all of Tenant’s obligations under this Lease, (iii) immediately following such assignment, such transferee has the same or better financial strength as that which Tenant had as of the Effective Date of this Lease, as evidenced in a manner reasonably acceptable to Landlord, (iv) the then-required Tenant Security is replaced in full in accordance with the terms of the Lease upon such assignment, (v) such transferee has sufficient relevant experience owning and/or operating data center facilities of comparable size and quality as the Premises as determined in Landlord’s reasonable discretion, (vi) such transferee has substantially similar energy consumption needs as Tenant as a result of conducting the Permitted Use on the Premises, (vii) the Energy Supply Agreement or Market Rate Energy Supply Agreement, as applicable, is also assigned to, and assumed by, such transferee, (viii) such transferee is not owned by or controlled by a Foreign Adversary and such assignment and/or transferee’s use of the Premises for its Permitted Use would not reasonably be considered a “covered transaction” or “covered real estate transaction” pursuant to CFIUS Laws, and (ix) as of the date of the proposed Transfer, the proposed transferee is not reasonably expected to be subject to higher levels of regulation than Tenant and the Proposed Transfer is not reasonably expected to subject the Premises or Landlord to higher levels of regulation as a result of conducting the Permitted Use on the Premises (the requirements in (i)-(ix), collectively, the “Transfer Requirements”). Except as otherwise expressly set forth in this Lease, no No Transfer (whether voluntary, involuntary or by operation of law) shall be valid or effective without Landlord’s prior written consent as provided above and, at Landlord’s election, any such Transfer or attempted Transfer shall constitute an Event of Default by Tenant under Section 15.1.2 of this Lease. Except as set forth in Section 10.6 hereof, Tenant expressly covenants and agrees not to enter into (and acknowledges and agrees that it has no right to enter into) any Transfer which expressly, implicitly, or effectively amounts to or is the equivalent of a sublease or other arrangement which creates a co-location between Tenant and any Transferee (any such Transfer a “Sub-Co-location Arrangement”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed; provided that any such Sub-Co-Location Arrangement shall be subject to the terms, conditions and procedures set forth in said Section 10.6.

Restrictions on Transfers; Landlord’s Consent. Except as otherwise expressly set forth in Section 10.1.1, below, to the contrary, Tenant shall not effect sublease all or any part of the Tenant Space, nor assign this Lease, nor enter any other agreement (a) permitting a third party (other than Tenant, Tenant Parties or Tenant’s occasional guests) to occupy or use any portion of the Tenant Space or (b) otherwise assigning, transferring, mortgaging, pledging, hypothecating, encumbering or permitting a lien to attach to its interest under this Lease (any such assignment, sublease or the like may sometimes be referred to herein as a “Transfer” and any person or entity to whom a Transfer is made or sought to be made is referred to herein as a “Transferee”), without Landlord’s express prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. It shall be unreasonable for Landlord to withhold its consent to any Transfer where (i) Tenant gives Landlord prior written notice of the name of such transferee, (ii) the applicable transferee assumes, in writing, for the benefit of Landlord, all of Tenant’s obligations under this Lease, (iii) immediately following such assignment, such transferee has the same or better financial strength as that which Tenant had as of the Effective Date of this Lease, as evidenced in a manner reasonably acceptable to Landlord, (iv) the then-required Tenant Security is replaced in full in accordance with the terms of the Lease upon such assignment, (v) such transferee has sufficient relevant experience owning and/or operating data center facilities of comparable size and quality as the Premises as determined in Landlord’s reasonable discretion, (vi) such transferee has substantially similar energy consumption needs as Tenant as a result of conducting the Permitted Use on the Premises, (vii) the Energy Supply Agreement or Market Rate Energy Supply Agreement, as applicable, is also assigned to, and assumed by, such transferee, (viii) such transferee is not owned by or controlled by a Foreign Adversary and such assignment and/or transferee’s use of the Premises for its Permitted Use would not reasonably be considered a “covered transaction” or “covered real estate transaction” pursuant to CFIUS Laws, and (ix) as of the date of the proposed Transfer, the proposed transferee is not reasonably expected to be subject to higher levels of regulation than Tenant and the Proposed Transfer is not reasonably expected to subject the Premises or Landlord to higher levels of regulation as a result of conducting the Permitted Use on the Premises (the requirements in (i)-(ix), collectively, the “Transfer Requirements”). Except as otherwise expressly set forth in this Lease, no No Transfer (whether voluntary, involuntary or by operation of law) shall be valid or effective without Landlord’s prior written consent as provided above and, at Landlord’s election, any such Transfer or attempted Transfer shall constitute an Event of Default by Tenant under Section 15.1.2 of this Lease. Except as set forth in Section 10.5, below, Tenant expressly covenants and agrees not to enter into (and acknowledges and agrees that it has no right to enter into) any Transfer which expressly, implicitly, or effectively amounts to or is the equivalent of a sublease or other arrangement which creates a co-location between Tenant and any Transferee (any such Transfer a “Sub-Co-location Arrangement”) without the prior written consent of Landlord which, in such circumstances, may be granted or withheld by Landlord for any reason or for no reason in the exercise of Landlord’s sole and absolute discretion (and Tenant agrees that it shall be reasonable for Landlord to withhold its consent to any Transfer which would amount to or create the equivalent of a Sub-Co-location Arrangement).

Restrictions on Transfers; Landlord’s Consent. Except as otherwise expressly set forth provided in Section 10.1.1, below, to the contrary, Tenant shall not effect sublease all or any part of the Tenant Space, nor assign this Lease, nor enter into any other agreement (a) permitting a third party (other than Tenant’s employees and occasional guests) to occupy or use any portion of the Tenant Space or (b) otherwise assigning, transferring, mortgaging, pledging, hypothecating, encumbering or permitting a lien to attach to its interest under this Lease (any such assignment, sublease or the like may sometimes be referred to herein as a “Transfer” and any person or entity to whom a Transfer is made or sought to be made is referred to herein as a “Transferee”), without Landlord’s express prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. It shall be unreasonable for Landlord to withhold its consent to any Transfer where (i) Tenant gives Landlord prior written notice of the name of such transferee, (ii) the applicable transferee assumes, in writing, for the benefit of Landlord, all of Tenant’s obligations under this Lease, (iii) immediately following such assignment, such transferee has the same or better financial strength as that which Tenant had as of the Effective Date of this Lease, as evidenced in a manner reasonably acceptable to Landlord, (iv) the then-required Tenant Security is replaced in full in accordance with the terms of the Lease upon such assignment, (v) such transferee has sufficient relevant experience owning and/or operating data center facilities of comparable size and quality as the Premises as determined in Landlord’s reasonable discretion, (vi) such transferee has substantially similar energy consumption needs as Tenant as a result of conducting the Permitted Use on the Premises, (vii) the Energy Supply Agreement or Market Rate Energy Supply Agreement, as applicable, is also assigned to, and assumed by, such transferee, (viii) such transferee is not owned by or controlled by a Foreign Adversary and such assignment and/or transferee’s use of the Premises for its Permitted Use would not reasonably be considered a “covered transaction” or “covered real estate transaction” pursuant to CFIUS Laws, and (ix) as of the date of the proposed Transfer, the proposed transferee is not reasonably expected to be subject to higher levels of regulation than Tenant and the Proposed Transfer is not reasonably expected to subject the Premises or Landlord to higher levels of regulation as a result of conducting the Permitted Use on the Premises (the requirements in (i)-(ix), collectively, the “Transfer Requirements”). Except as otherwise expressly set forth provided in this LeaseSection 10.1.1, no Transfer (whether voluntary, involuntary or by operation of law) shall be valid or effective without Landlord’s prior written consent as provided above and, at Landlord’s election, any such Transfer or attempted Transfer shall constitute an Event of Default by Tenant under Section 15.1.2 of this Lease. Except as set forth in Section 10.5 below, Tenant expressly covenants and agrees not to enter into (and acknowledges and agrees that it has no right to enter into) any Transfer which expressly, implicitly, or effectively amounts to or is the equivalent of a sublease or other arrangement which creates a co-location between Tenant and any Transferee (any such Transfer a “Sub-Co-location Arrangement”) without the prior written consent of Landlord which, in such circumstances, may be granted or withheld by Landlord for any reason or for no reason in the exercise of Landlord’s sole and absolute discretion (and Tenant agrees that it shall be reasonable for Landlord to withhold its consent to any Transfer which would amount to or create the equivalent of a Sub-Co-location Arrangement).