PERSON IN THE PREMISES CLAIMING BY, THROUGH OR UNDER SUBTENANT (INCLUDING ANY
APPROVED USER).
(B)
SUBJECT TO THE FOLLOWING TERMS, SECTIONS 15.2, 15.3 AND 15.4 OF THE LEASE
SHALL BE APPLICABLE TO SUBTENANT AND THE GOOGLE SUBLEASE, AND REFERENCES THEREIN
TO TENANT SHALL ALSO MEAN SUBTENANT, REFERENCES THEREIN TO LEASE SHALL ALSO MEAN
THE GOOGLE SUBLEASE AND REFERENCES THEREIN TO "SUBLEASE" SHALL ALSO MEAN A
SUB-SUBLEASE BY GOOGLE:
(I)
SUBTENANT MAY MAKE REQUESTS FOR CONSENTS
OR APPROVALS OR OTHER SUBMISSIONS DIRECTLY TO LANDLORD AND, IN SUCH CASE, WILL
CONCURRENTLY WITH ITS DELIVERY TO LANDLORD, DELIVER A DUPLICATE TO TENANT.
LANDLORD MAY RESPOND DIRECTLY TO SUBTENANT IN CONNECTION WITH SUCH REQUESTS AND,
IN SUCH CASE, IF A WRITTEN RESPONSE IS REQUIRED, WILL CONCURRENTLY WITH ITS
DELIVERY TO SUBTENANT, DELIVER A DUPLICATE TO TENANT.
TENANT AND SUBTENANT
HEREBY AGREE AS BETWEEN THEMSELVES, WITH RESPECT TO ANY ASSIGNMENT OR SUBLEASE
PROPOSED BY SUBTENANT, LANDLORD'S DETERMINATION TO GRANT OR WITHHOLD CONSENT
SHALL BE BINDING UPON TENANT AND ANY CONSENT GRANTED OR WITHHELD BY TENANT IN
CONTRADICTION THEREOF SHALL BE INVALID AND WITHOUT EFFECT; PROVIDED, HOWEVER,
THAT ANY PROPOSED SUBLEASE OR ASSIGNMENT BY SUBTENANT WHICH WOULD OTHERWISE
REQUIRE THE CONSENT OF LANDLORD IN ADDITION TO THE CONSENT OF SUBLANDLORD (X)
THAT RESULTS FROM A "CHANGE IN CONTROL" OR (Y) WITH RESPECT TO WHICH LANDLORD
SHALL HAVE CONSENTED BUT HAS WAIVED A MATERIAL REQUIREMENT SET FORTH IN THE
LEASE APPLICABLE TO ALL ASSIGNMENTS AND/OR SUBLEASES (AS APPLICABLE), SUCH AS
THOSE SET FORTH IN SECTION 15.4(H), 15.6 AND 15.8 OF THE LEASE, SHALL
NONETHELESS BE SUBJECT TO THE CONSENT (OR DEEMED CONSENT) OF TENANT. THE
PROVISIONS OF THE FOREGOING SENTENCE ARE INTENDED TO BE AND SHALL BE CONSTRUED
AS AN AGREEMENT BETWEEN TENANT AND SUBTENANT AND SHALL NOT IMPOSE ANY OBLIGATION
ON LANDLORD IN FAVOR OF TENANT OR SUBTENANT OR PERMIT ANY DEFENSE OR OFFSET OR
OTHER RIGHT ON THE PART OF TENANT IN RESPECT OF LANDLORD.
8
(II)
TENANT AGREES TO DELIVER SIMULTANEOUSLY TO
LANDLORD AND SUBTENANT ANY NOTICE IN WHICH TENANT'S CONSENT TO A PROPOSED
SUBLEASE OR ASSIGNMENT BY SUBTENANT IS GRANTED OR DENIED.
IF TENANT FAILS TO
RESPOND TO ANY REQUEST FOR CONSENT TO A PROPOSED ASSIGNMENT OR SUBLEASE (AND TO
PROVIDE A CONCURRENT COPY TO LANDLORD) WITHIN SEVEN (7) BUSINESS DAYS FOLLOWING
SUBTENANT'S DELIVERY OF SUCH REQUEST, SUBTENANT SHALL HAVE THE RIGHT TO PROVIDE
TENANT WITH A SECOND REQUEST FOR CONSENT.
SUBTENANT'S SECOND REQUEST FOR
CONSENT MUST SPECIFICALLY STATE THAT TENANT'S FAILURE TO RESPOND (AND TO
CONCURRENTLY DELIVER A COPY OF SUCH RESPONSE TO LANDLORD) WITHIN A PERIOD OF
THREE (3) BUSINESS DAYS SHALL BE DEEMED TO BE AN APPROVAL OF THE SECOND REQUEST
FOR CONSENT.
IF TENANT SHALL FAIL TO SO RESPOND TO SUCH SECOND NOTICE (AND TO
PROVIDE A CONCURRENT COPY OF THE LEASE TO LANDLORD) WITHIN SUCH THREE
(3) BUSINESS DAY PERIOD THE ASSIGNMENT OR SUBLEASE FOR WHICH SUBTENANT HAS
REQUESTED CONSENT SHALL BE DEEMED TO HAVE BEEN APPROVED BY TENANT.
(III)
SUBTENANT SHALL NOT BE OBLIGATED UNDER
SECTION