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 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 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 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 No consent, approval or other exercise of contract discretion (a "Consent") by Landlord shall, unless this Lease specifies that such Consent is within Landlord's sole discretion, be unreasonably withheld or refused. If Landlord shall fail to respond to any request by Tenant for any Consent, within twenty (20) days after the date of such request, and within ten (10) days after a further notice from Tenant, stating that it is a "Second Notice" and referring to this Section, such request shall be conclusively deemed to have been approved by Landlord. In any refusal to grant Consent, Landlord shall specify in reasonable detail the reasons for its refusal. Any dispute between the parties as to whether Landlord and User; should have granted a Consent shall be resolved by ADR in the manner described in Article 18. (b) be deemed With respect to have amended the any provision of this Lease which provides, in any regard (unless effect, that Landlord shall have expressly agreed not unreasonably withhold, delay or refuse its consent, Tenant, in no event shall be entitled 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 make, nor shall Tenant make, any assignment of the Lease by offset against rent otherwise due nor shall Tenant or withhold any further subletting of premises leased rent otherwise due pursuant to the Leaseterms of this Lease based upon any claim or assertion by Tenant that Landlord has unreasonably withheld, refused or delayed any consent or approval; but, unless Landlord's unreasonable withholding, refusal or delay is arbitrary, capricious or in bad faith (in which event Tenant's rights and remedies against Landlord shall not be so limited), Tenant's sole remedy shall be an action or proceeding to enforce any such provision, or as a waiver of Landlord’s right to consent to any assignment by User of this Agreement for specific performance, injunction 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 consentdeclaratory judgment.

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 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 ▇▇▇▇▇▇▇▇’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 ▇▇▇▇▇▇▇▇’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. ▇▇▇▇▇▇▇▇’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 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 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 ▇▇▇▇▇▇’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 ▇▇▇▇▇▇ specifically agree that ▇▇▇▇▇▇▇▇’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 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 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 under this Article XIV, such assignment shall not be effective until the assignee 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 shall agree that the provisions contained in this Lease shall, notwithstanding such assignment, 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. Such assignment or sublease agreement shall be duly executed and operation of User’s business, the financial condition of User, or both. Tenant 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 following the occurrence of an Event of Default hereunder, from the sublessee. Collection of Monthly Rent and Additional Rent directly from an assignee or the 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 Landlord hereby consents to the Assignment described in Section 1 above; provided, however, such consent is granted by Landlord only upon the term and conditions set forth in this Agreement. Except as otherwise expressly set forth herein (including, without limitation, Section 3 below), this Agreement shall not be construed to modify, waive or amend any of the terms, covenants and conditions of the Lease or to waive any breach thereof or any of Landlord’s or Tenant’s rights or remedies thereunder or to enlarge or increase any obligations of Landlord or Tenant under the Lease. Neither the Assignment nor Landlord’s consent thereto shall release or discharge Tenant from any liability, whether past, present or future, under the Lease (as amended by this Agreement) or alter the primary liability of Tenant to pay the rent and perform and comply with all of the obligations of “Tenant” to be performed under the parties under it are expressly conditioned upon Tenant’s obtaining Lease (as amended by this Agreement). Neither the Assignment nor Landlord’s consent to this Agreement. User thereto 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, by Assignee or as a waiver of Landlord’s right to consent to any assignment by User Assignee of this Agreement or any sub-subletting of all or any part of its rights, title, interest and obligations under 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 Lease (as amended by 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 Concurrently with Tenant’s delivery of each Transfer Notice, Tenant shall pay Landlord a review fee of $1,500.00 for Landlord’s review of the parties under it are expressly conditioned upon Tenant’s obtaining Landlord’s requested Transfer, regardless of whether consent is granted, and thereafter, Tenant shall be obligated to this Agreement. User shall promptly deliver to Tenant any information reasonably requested pay all reasonable costs incurred by Landlord (in connection with any requested Transfer, including but not limited to Landlord’s approval of this Agreement) with respect to the nature and operation of User’s business, the financial condition of User, or bothattorneys’ fees. 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 If 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 consents to any assignment of the Lease by Tenant or any further subletting of premises leased Transfer pursuant to the Leaseterms of this Article 39, or as a waiver of Tenant may within six (6) months after Landlord’s right to consent to any assignment by User consent, but not later than the expiration of this Agreement or any sub-subletting of all or any part said six (6) month period, enter into such Transfer of the Property. subject space, upon substantially the same terms and conditions as are set forth in the transfer notice furnished by Tenant to Landlord’s consent shall; provided, however, that if there are any material changes in the terms and conditions from those specified in the Transfer Notice, or if there are any material changes in any of the documentation delivered in connection therewith, (i) such that Landlord would initially have been entitled to refuse its consent to such Transfer under this Article 39, or (ii) which would cause the proposed transfer to be deemed more favorable to evidence Landlord’s agreement that User may use the Shared Space, User Office Space and Shared Assets for Transferee than the uses Terms set forth in Section 4 above. If Tenant’s original Transfer notice, then Tenant shall again submit the transfer to Landlord fails to consent to for its approval or other action 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 consentArticle 39.

Landlord’s Consent. This Agreement 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 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 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 and the obligations of the parties under it are expressly conditioned upon Tenant’s obtaining Tenant shall not enter into a Sublet without Landlord’s consent to this Agreement. User shall promptly deliver to Tenant any information reasonably requested by Landlord (prior written consent, in connection with Landlord’s approval sole and absolute discretion. Tenant shall retain one hundred percent (100%) of all profits from an approved sublease. Any attempted or purported Sublet without Landlord’s prior written consent shall be void and confer no rights upon any third person and shall be deemed a material default of 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, that to assume, to be bound by, and to perform the terms, conditions and covenants of this Agreement Lease to be performed by Tenant. Notwithstanding anything contained herein, Tenant shall not be released from liability for the performance of each term, condition and covenant of this Lease by reason of Landlord’s consent hereto to a Sublet unless Landlord specifically grants such release in writing. 23.2 Co-location. Notwithstanding the foregoing Section 23.1, so long as Tenant is operating in the Premises providing telecommunication services, Tenant may co-locate customer equipment in the Premises for the purpose of connecting such customer equipment to Tenant’s telecommunication or network facilities in order for each to provide services to its respective customers (each, a “Co-Location”). Tenant shall not: (a) create privity not be required to pay to or share with Landlord any profits or co-location fees or charges Tenant receives from the customers whose equipment is co-located. No tenancy or sub-tenancy shall be created by the co-location of contract between equipment allowed under this Section 23.2, nor shall co-location under this section be considered an assignment or transfer under this Lease. Tenant shall fully and completely indemnify Landlord for any and User; (b) be deemed to have amended the Lease all claims brought or threatened against Landlord 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 way connected with 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 subCo-subletting of all or any part of the PropertyLocation. 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 The indemnity set forth in Section 4 above. If Landlord fails to consent to this Agreement within 30 days after section shall survive the execution and delivery termination or expiration of this Agreement, either party may terminate this Agreement by giving notice to the other at any time thereafter, but before Landlord grants consentLease. 24.

Landlord’s Consent. This Agreement and Tenant shall not, without the obligations prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed: (i) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (ii) permit the use of the parties under it are expressly conditioned upon Tenant’s obtaining Premises 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 and shall constitute a Default hereunder. 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 Lease by assignee execute an instrument in which such assignee assumes the obligations of Tenant hereunder. Further, for the purposes of this paragraph, the transfer (whether direct or indirect) of all or a majority of the Tenant’s equity/capital interests (whether stock, LLC membership interests, partnership interests, or otherwise) (other than the shares of the capital stock of a corporate Tenant whose stock is publicly traded) or the merger, consolidation or reorganization of such Tenant or any further subletting other transaction that results in a change of premises leased pursuant to the Lease, Tenant’s voting control (whether direct or as indirect) shall be considered 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 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 of 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 under 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 of 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 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 even 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 as 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 Tenant shall not, without the obligations prior written consent of Landlord: (i) assign, convey, mortgage, sublease or otherwise transfer, directly or indirectly, this Lease or any interest hereunder, or sublease the parties under it are expressly conditioned upon Tenant’s obtaining Landlord’s consent to this Agreement. User shall promptly deliver to Tenant Premises, or any information reasonably requested part thereof, whether voluntarily or 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)law; or (cii) permit the use or occupancy of the Premises by any person other than Tenant and its employees. Any such assignment, conveyance, mortgage, sublease or other transfer or use described in the preceding, sentence (a "Transfer") occurring without the prior written consent of Landlord shall be construed as void and of no effect and shall constitute a Default. Landlord's consent to any Transfer shall not constitute a waiver of Landlord’s '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 Lease by assignee execute an instrument in which such assignee assumes the obligations of Tenant hereunder. In addition, Tenant shall execute such guaranty or any further subletting of premises leased pursuant other agreement as Landlord shall request to confirm its continuing liability hereunder. For the Lease, or as a waiver of Landlord’s right to consent to any assignment by User purposes of this Agreement Section 14.A, and without limiting the foregoing, the transfer (whether direct or any sub-subletting indirect, by one or more transfers, by issuance of new interests or transfer of existing interests) of all or any part a majority of equity interest in Tenant (other than the shares of the Property. Landlord’s consent shallcapital stock of a corporate Tenant whose stock is publicly traded) or the merger, however, consolidation or reorganization of such Tenant 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 consentconsidered a Transfer.

Landlord’s Consent. This Agreement and the obligations of the parties under it are First Amendment is expressly conditioned upon Tenant’s obtaining the procurement by Sublandlord and Subtenant of Landlord’s consent to this AgreementFirst Amendment (the “Consent”). User shall promptly deliver In connection therewith, Subtenant agrees to Tenant pay any information reasonably requested charges or fees imposed by Landlord (in connection with producing such Consent, up to a maximum of $1,000.00; Sublandlord will be responsible for any additional charges and fees so imposed by Landlord’s approval of this Agreement) with respect to . Promptly following 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 mutual execution and delivery of this AgreementFirst Amendment, either party may terminate Sublandlord will deliver a copy of this Agreement First Amendment to Landlord for the purposes of obtaining the Consent and shall, thereafter, continuously and diligently pursue obtaining such Consent. If the conditions precedent described above have not been satisfied as of December 31, 2021 and Sublandlord has continuously and diligently pursued obtaining the Consent, then, at Sublandlord’s option, to be exercised by giving notice delivered to the other Subtenant at any time thereafterprior to the procurement of the Consent, but before Landlord grants consentthis First Amendment shall be null and void and of no further force or effect, and the Term of the Sublease shall expire as of the Current Expiration Date. Similarly, if the conditions precedent described above have not been satisfied as of December 31, 2021, and Subtenant has cooperated in good faith with Sublandlord’s efforts to procure the Consent then, at Subtenant’s option, to be exercised by notice delivered to Sublandlord at any time prior to the procurement of the Consent, this First Amendment shall be null and void and of no further force or effect, and the Term of the Sublease shall expire as of the Current Expiration Date.

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.

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 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. (a) This Agreement Sublease and the obligations of the parties under it hereunder are expressly conditioned upon Tenant’s (i) Sublandlord's obtaining the Consent of Landlord to this Sublease and (ii) the mutual execution of that certain lease agreement between Landlord and Subtenant for Suite 150 at the Building (the “Adjacent Lease”). The Consent must contain Landlord’s consent to Subtenant’s ability to install the Subtenant’s Security System, in accordance with Section 21 below, or it will not be effective to waive Sublandlord’s and Subtenant’s termination right under this AgreementSection 19(b). User Subtenant shall promptly deliver to Tenant Sublandlord any information reasonably requested by Landlord (in connection with Landlord’s approval of this Agreement) the Consent with respect to the nature and operation of User’s Subtenant's business, the financial condition of UserSubtenant, or both. Tenant and User agree, for the benefit of any other information reasonably requested by 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 provide the Consent or the Adjacent Lease within 30 (30) days after the execution and delivery of date the parties execute this AgreementSublease, either party may shall have the right to terminate this Agreement Sublease by giving written notice thereof to the other at any time thereafter, but before before, Landlord grants consentsuch consent provided, however, neither party shall have a right to terminate pursuant to the foregoing if Landlord’s refusal to grant consent is attributable to such party’s failure to comply with the terms of this Sublease with respect to requesting such Consent.

Landlord’s Consent. This Agreement (a) Sublessor and Sublessee each acknowledge and agree (i) that this Sublease is subject to, and will not be effective without the obligations receipt of, the written consent of Landlord in accordance with the terms of the parties under it are expressly conditioned upon Tenant’s obtaining Lease, and (ii) that Landlord’s 's consent to this Agreement. User Sublease shall promptly deliver not create any contractual liability or duty on the part of Landlord to Tenant Sublessee, and shall not in any information reasonably requested by manner increase, decrease or otherwise affect the rights and obligations of Landlord (in connection with Landlord’s approval of this Agreement) and Sublessor, as landlord and tenant under the Lease, 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; Premises. (b) be deemed This Sublease is subject and subordinate to have amended the Lease in any regard (unless Landlord shall have expressly agreed and to the amendment and such amendment matters to which the Lease is executed by all applicable parties); or (c) shall be construed as a waiver of Landlord’s right to consent to any assignment subordinate. In the event of the Lease by Tenant or any further subletting termination of premises leased pursuant to the Lease, or the re-entry or dispossession of Sublessor, as a waiver tenant, by Landlord under the Lease, Landlord, at its option, may either terminate this Sublease, in which case Sublessee shall peacefully vacate the Premises, or require Sublessee to attorn to Landlord as its sublessor pursuant to the then applicable terms of Landlord’s right to consent this Sublease for the remaining term hereof, except that Landlord shall not be (i) liable for damages for any previous act or omission of Sublessor under this Sublease, (ii) subject to any assignment offset which theretofore accrued to Sublessee against Sublessor, or (iii) bound by User any previous modification of this Agreement Sublease not consented to in writing by Landlord or any sub-subletting by a previous prepayment 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 rent more than one month 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 consentadvance.

Landlord’s Consent. This Agreement Landlord shall be entitled to consider any reasonable factor in determining whether or not to consent to a proposed assignment or sublease. Without limiting any other circumstances in which it may be reasonable for Landlord to withhold its consent to a proposed assignment or sublease, Tenant acknowledges and the obligations agrees that it shall be reasonable for Landlord to withhold its consent to a proposed assignment or sublease under any of the parties following circumstances: (a) The financial condition of the proposed assignee or subtenant shall not be equal to or greater than Tenant's financial condition as of the date hereof or shall not satisfy Landlord's then-current credit standards for tenants of the Building, or the proposed assignee or subtenant shall not otherwise have the financial capacity to perform all obligations under it are expressly conditioned upon this Lease to be performed by Tenant’s obtaining Landlord’s consent ; (b) The proposed use of the Premises by the proposed assignee or subtenant shall (i) not comply with the provisions of Article 9 hereof, (ii) not be consistent with the general character of businesses carried on by tenants of a first-class office building, (iii) increase the likelihood of damage or destruction to this Agreement. User shall promptly deliver the Premises or Building, (iv) increase the density of occupancy of the Premises, (v) be likely to Tenant any information reasonably requested cause an increase in insurance premiums for insurance policies carried by Landlord (in connection with Landlord’s approval of this Agreement) with respect to the nature and operation of User’s businessBuilding, or (vi) otherwise adversely impact the Premises, the financial condition of User, Building 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 interest therein; (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 or (c) be construed as Any mortgagee or beneficiary under a waiver deed of Landlord’s right to trust whose consent to any 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 sublease is required shall not 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 consentthereto.

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 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.