Common use of Permitted Users Clause in Contracts

Permitted Users. Provided that Tenant is not in default under this Lease beyond applicable notice and cure periods, Tenant shall have the right to permit the Premises to be used by one or more of Tenant’s service providers only for the provision of services to Tenant and its Representatives without the prior consent of Landlord, provided that in no event shall the total space used by such party (referred to herein as the “Permitted User”) exceed ten percent (10%) of the Premises and further provided that Tenant does not separately demise such space. Tenant shall provide Landlord with the name of each Permitted User at least ten (10) days prior to the date on which such Permitted User occupies a portion of the Premises. In no event shall Tenant allow any Permitted User to use the Premises for a purpose other than the use expressly permitted in this Lease or to otherwise use the Premises in violation of any of the terms and conditions of this Lease, any applicable Laws or any of the rule and regulations applicable to the Premises of Project. All notices required of Landlord under this Lease shall be forwarded only to Tenant in accordance with the terms of this Lease and in no event shall Landlord be required to send any notices to any Permitted User. A violation of any of the foregoing by any Permitted User which is not cured within the applicable cure period shall be considered to be an Event of Default by Tenant hereunder. In addition, T▇▇▇▇▇’s indemnification obligations pursuant to Section 10 shall apply to the acts and omissions of any Permitted User and to any use of the Premises or the Project by the Permitted User. Tenant hereby agrees to cause any insurance to be maintained by Tenant under the Lease to be extended to cover the acts and omissions of the Permitted User (including such Permitted User’s agent, employees, contractors, customers and invitees) while in the Premises and/or the Project. In no event shall the occupancy of any portion of the Premises by a Permitted User be deemed to create a landlord/tenant relationship between Landlord and such Permitted User, and, in all instances, Tenant shall be considered the sole tenant under the Lease notwithstanding the occupancy of any portion of the Premises by the Permitted User. Tenant shall not identify any party as a Permitted User solely in an effort to contravene the requirement for Landlord’s consent and other applicable sections of this Lease respecting assignments of this Lease and subleases of all or any portion of the Premises as the same are set forth in this Lease.

Permitted Users. Provided that Tenant is not in default under this Lease beyond applicable notice 3.1 Each Permitted User shall be required to register with T2RL and cure periods, Tenant create a user name and password to access and use the Database. The Subscriber shall have the right to permit the Premises to be used by one or more of Tenant’s service providers only for the provision of services to Tenant and its Representatives without the prior consent of Landlord, provided that in no event shall the total space used by such party ensure that: (referred to herein as the “Permitted User”a) exceed ten percent (10%) of the Premises and further provided that Tenant does not separately demise such space. Tenant shall provide Landlord with the name of each Permitted User at least ten keeps his or her allocated user name and password confidential and that the same are not disclosed to any other person; (10b) days prior to such user names and passwords are not used by anyone other than the date on which such Permitted User occupies a portion of the Premises. In no event shall Tenant allow any Permitted User to use the Premises for a purpose other than the use expressly permitted in this Lease or to otherwise use the Premises in violation which they are assigned; and (c) each Permitted User is aware of any of the terms and conditions of this Lease, any applicable Laws or any of the rule and regulations applicable to the Premises of Project. All notices required of Landlord under this Lease shall be forwarded only to Tenant in accordance complies with the terms of this Lease Agreement. 3.2 If the Subscriber wishes to change a Permitted User or add a Permitted User at any time it shall notify T2RL in writing and shall include in no event shall Landlord be required to send any notices to any Permitted User. A violation of any its notice the identity and employment status of the foregoing by any proposed new Permitted User which is not cured within and the applicable cure period shall be considered to be an Event of Default by Tenant hereunder. In addition, T▇▇▇▇▇’s indemnification obligations pursuant to Section 10 shall apply to the acts and omissions identity of any Permitted User who is to no longer have that status (if any). T2RL will use its reasonable endeavours to respond to the Subscriber's notice within ten (10) Business Days of receiving the Subscriber's notice. The Subscriber shall furnish such details as T2RL shall reasonably require to satisfy T2RL that the Permitted User is an employee of the Subscriber. Once any such Permitted User is approved by T2RL, and subject to payment of any additional Subscription Fee pursuant to Clause 3.3, T2RL shall allow such Permitted User to access and use the Database in accordance with this Agreement. 3.3 The Subscriber shall pay to T2RL the relevant additional Subscription Fee as set out in the Commercial Terms for any additional Permitted Users approved by T2RL. If such additional Permitted User subscription is purchased part way through the Initial Subscription Term or any Renewal Subscription Term (as applicable), such fee shall be pro-rated for the remainder of the Initial Subscription Term or then current Renewal Subscription Term (as applicable). 3.4 Only employees of the Subscriber are entitled to be Permitted Users. The Subscriber shall notify T2RL immediately that any Permitted User ceases to be an employee of the Subscriber and shall ensure that such individual is not able to access the Database once he or she ceases to be an employee of the Subscriber. 3.5 In the event that the Subscriber nominates fewer than its permitted quota of Permitted Users during the Subscription Term or any Permitted Users stop using the Database during the Subscription Term, the Subscriber shall not be entitled to any reduction or reimbursement of the Subscription Fee. 3.6 The Subscriber shall be responsible for all access to and use of the Premises or the Project Database made by the its Permitted User. Tenant hereby agrees to cause any insurance to be maintained by Tenant under the Lease to be extended to cover the acts Users and omissions of the Permitted User (including such anyone else using a Permitted User’s agentlogin and/or password, employees, contractors, customers and invitees) while in the Premises and/or the Project. In no event shall the occupancy of any portion of the Premises by a Permitted User be deemed to create a landlord/tenant relationship between Landlord and such Permitted User, and, in all instances, Tenant shall be considered the sole tenant under the Lease notwithstanding the occupancy of any portion of the Premises by the Permitted User. Tenant shall not identify any party as a Permitted User solely in an effort to contravene the requirement for Landlord’s consent and other applicable sections of this Lease respecting assignments of this Lease and subleases of all whether authorised or any portion of the Premises as the same are set forth in this Leasenot.

Permitted Users. Provided (a) Tenant has advised Landlord that Tenant is not in default under this Lease beyond applicable notice and cure periods, Tenant shall have the right to permit the Premises to be used by one or more of Tenant’s clients, contractors, business associates and/or service providers only for of/to Tenant (each a “Permitted User”) may from time to time desire to use space at the Premises. Any provision of services this Article to Tenant and its Representatives the contrary notwithstanding, each Permitted User shall be permitted to use such space at the Premises, without Landlord’s consent, upon the following conditions: (i) Landlord or Landlord’s Agent shall not be litigating against such proposed Permitted User within the prior consent twelve (12) months; (ii) the Permitted User shall not be entitled, directly or indirectly, to diplomatic or sovereign immunity, regardless of Landlordwhether the Permitted User agrees to waive such diplomatic or sovereign immunity, provided that in no event and shall be subject to the service of process in, and the jurisdiction of the courts of, the State; (iii) the total space used by such party (referred Permitted Users pursuant to herein as the “Permitted User”) this Section shall not exceed ten percent (10%) 5,000 rentable square feet of the Premises and further provided in the aggregate; (iv) to the extent that Tenant does not separately demise receives rent or other consideration in connection with such space. occupancy in respect of such space on a rentable square foot basis in excess of the Fixed Rent, Tenant’s Operating Payment and Tenant’s Tax Payment payable hereunder per rentable square foot for the initial Premises, Landlord and Tenant shall provide Landlord share such excess amount in accordance with the name provisions of each Section 13.6, except the reasonable consideration (if any) paid by the Permitted User at least to Tenant for goods or services provided by Tenant (such as if Tenant were to provide the Permitted User with secretarial or receptionist services and the Permitted User were to pay Tenant for such services) shall be entirely retained by Tenant; and (v) Tenant delivers ten (10) days prior written notice with respect to the date on which such each Permitted User occupies to Landlord. Use by a Permitted User in accordance with this Section shall not be considered as a sublease and any calculation of the portions of the Premises subleased by Tenant to a Permitted User pursuant to this Section shall expressly disregard the portion of the Premises. In Premises used by such Permitted User. (b) Tenant agrees that: (i) no event Permitted User shall have privity of contract with Landlord; (ii) no Permitted User shall have any rights under this Lease; (iii) Landlord shall have no liability or obligation to the Permitted User under this Lease; (iv) each Permitted User’s use and occupancy shall be subject and subordinate to this Lease, (v) Tenant allow any shall cause each Permitted User to use the Premises for a purpose other than the use expressly permitted in this Lease or to otherwise use and occupy the Premises in violation of any of the terms and conditions conformity with all applicable provisions of this Lease, any applicable Laws or any of the rule and regulations applicable to the Premises of Project. All notices required of Landlord under this Lease (vi) Tenant shall be forwarded only to Tenant in accordance with the terms of this Lease and in no event shall Landlord be required to send any notices to any Permitted User. A violation of any of the foregoing by any Permitted User which is not cured within the applicable cure period shall be considered to be an Event of Default by Tenant hereunder. In addition, T▇▇▇▇▇’s indemnification obligations pursuant to Section 10 shall apply to liable for the acts and omissions omission of any each Permitted User and at the Building to any use of the Premises or the Project by the Permitted User. extent that Tenant hereby agrees to cause any insurance to would be maintained by Tenant under the Lease to be extended to cover the liable for such acts and omissions of the if such Permitted User (including such Permitted Userwere Tenant’s authorized agent, employees, contractors, customers and invitees) while in the Premises and/or the Project. In no event shall the occupancy of any portion of the Premises by a Permitted User be deemed to create a landlord/tenant relationship between Landlord and such Permitted User, and, in all instances, Tenant shall be considered the sole tenant under the Lease notwithstanding the occupancy of any portion of the Premises by the Permitted User. Tenant shall not identify any party as a Permitted User solely in an effort to contravene the requirement for Landlord’s consent and other applicable sections of this Lease respecting assignments of this Lease and subleases of all or any portion of the Premises as the same are set forth in this Lease.

Permitted Users. Provided (a) Tenant has advised Landlord that Tenant is not in default under this Lease beyond applicable notice and cure periods, Tenant shall have the right to permit the Premises to be used by one or more Persons, who are clients of Tenant’s service providers only for the provision of services to Tenant and its Representatives without the prior consent of Landlord, provided that in no event shall the total space used by such party or with whom Tenant has a substantial continuing business relationship (referred to herein as the each a “Permitted User”) exceed ten percent (10%) of may from time to time be using space in the Premises and further provided that Tenant does not separately demise such spacePremises. Tenant shall provide Landlord with Notwithstanding anything to the name of contrary in this Article 15 each Permitted User shall be allowed such use, without Landlord’s consent, but upon prior notice to Landlord, upon the following conditions: (i) Landlord or Tishman Speyer Properties L.P. or its successor shall not be litigating against such proposed Permitted User within the prior 12 months, (ii) the Permitted User shall not be entitled, directly or indirectly, to diplomatic or sovereign immunity and shall be subject to service of process in, and the jurisdiction of the court of, the State of New York, (iii) the total number of Permitted Users using desk space pursuant to this Section 15.14 shall not exceed 5 at least ten any one time, (10iv) days prior the aggregate number of rentable square feet used by all Permitted Users at any one time shall not exceed 15,000 rentable square feet, and (v) Tenant shall receive no rent, payment or other consideration in connection with such occupancy in respect of such space other than nominal rent payments (in no event greater per rentable square foot than the Fixed Rent, Tenant’s Operating Payment and Tenant’s Tax Payment payable hereunder per rentable square foot) or other consideration for actual services rendered or provided by or for such occupant. (b) With respect to each and every Permitted User, the following shall apply: (i) each Permitted User shall have no privity of contract with Landlord and therefore shall have no rights under this Lease, and Landlord shall have no liability or obligation to the date on which such Permitted User occupies a portion of the Premises. In no event under this Lease for any reason whatsoever in connection with such use or occupancy, which use and occupancy shall Tenant allow any be subject and subordinate to this Lease (including, without limitation, Article 10), (ii) each Permitted User to use the Premises for a purpose other than the use expressly permitted in this Lease or to otherwise shall use the Premises in violation of any of the terms and conditions conformity with all applicable provisions of this Lease, any applicable Laws or any of the rule including Article 3, and regulations applicable to the Premises of Project. All notices required of Landlord under this Lease shall be forwarded only to Tenant in accordance with the terms of this Lease and in no event shall Landlord be required to send any notices to any Permitted User. A violation of any of the foregoing by any Permitted User which is not cured within the applicable cure period shall be considered to be an Event of Default by Tenant hereunder. In addition, T▇▇▇▇▇’s indemnification obligations pursuant to Section 10 shall apply to the acts and omissions of any Permitted User and to any use of the Premises or the Project by the Permitted User. Tenant hereby agrees to cause any insurance to be maintained by Tenant under the Lease to be extended to cover the acts and omissions of the Permitted User (including such Permitted User’s agent, employees, contractors, customers and inviteesiii) while in the Premises and/or the Project. In no event shall the occupancy of any portion of the Premises by a Permitted User be deemed to create a landlord/tenant relationship between Landlord and such Permitted User, and, in all instances, Tenant shall be considered liable for the sole tenant under the Lease notwithstanding the occupancy acts of any portion of the Premises by the Permitted User. Tenant shall not identify any party as a such Permitted User solely in an effort to contravene the requirement for Landlord’s consent and other applicable sections of this Lease respecting assignments of this Lease and subleases of all or any portion of the Premises as the same are set forth in this LeasePremises.

Permitted Users. Provided Tenant has advised Landlord that one or more licensees of trademarks owned by Tenant is who are not affiliated with Tenant (collectively, the "Permitted Users") will be using desk space in default the Premises. Notwithstanding anything to the contrary in this Article 15, Landlord consents to such use upon the following conditions: (i) the Permitted Users shall have no privity of contract with Landlord and therefore shall have no rights under this Lease, and Landlord shall have no liability or obligation to the Permitted Users under this Lease beyond applicable notice or for any reason whatsoever in connection with such use or occupancy, which use and cure periods, Tenant occupancy shall have the right be subject and subordinate to permit the Premises to be used by one or more of Tenant’s service providers only for the provision of services to Tenant and its Representatives without the prior consent of Landlord, provided that in no event shall the total space used by such party (referred to herein as the “Permitted User”) exceed ten percent (10%) of the Premises and further provided that Tenant does not separately demise such space. Tenant shall provide Landlord with the name of each Permitted User at least ten (10) days prior to the date on which such Permitted User occupies a portion of the Premises. In no event shall Tenant allow any Permitted User to use the Premises for a purpose other than the use expressly permitted in this Lease or to otherwise (including, without limitation, Article 9), (ii) the Permitted Users shall use the Premises in violation of any of the terms and conditions conformity will all applicable provisions of this Lease, including Article 2, and exclusively for the sale and marketing of high quality, fashionable merchandise under a tradename owned by Tenant, (iii) any applicable Laws act or omission of such Permitted Users shall be deemed to be the act or omission of Tenant under this Lease, (iv) there will be no separate entrances or demising walls for the Permitted Users, (v) Tenant shall have no right to assign this Lease or sublet all or any part of the rule and regulations applicable to the Premises of Project. All notices required of Landlord under this Lease shall be forwarded only to Tenant in accordance with the terms of this Lease and in no event shall Landlord be required to send any notices to any Permitted Users except as expressly permitted by this Lease, (vi) any such Permitted Users shall not be entitled, directly or indirectly, to diplomatic or sovereign immunity and shall be subject to service of process in, and the jurisdiction of the court of, the State of New York, (vii) the total number of persons using desk space pursuant to this Section 15.15 shall not exceed six at any one time, and (viii) the aggregate number of rentable square feet used by Permitted Users shall not exceed 5,000 rentable square feet. Prior to permitting any Permitted Users to use desk space in the Premises, Tenant shall give advance written notice to Landlord of such proposed use, which notice shall set forth the name and address and business of such Permitted User. A violation of Tenant shall have no obligation to share with Landlord any of the foregoing consideration received by any Permitted User which is not cured within the applicable cure period shall be considered to be an Event of Default by Tenant hereunder. In addition, T▇▇▇▇▇’s indemnification obligations pursuant to Section 10 shall apply to the acts and omissions of any it from a Permitted User and to Landlord's options contained in Sections 15.2 and 15.3A shall not apply in the case of any use of the Premises or the Project by the Permitted User. Tenant hereby agrees to cause indemnifies Landlord against any insurance to be maintained by Tenant under the Lease to be extended to cover loss, claim or damage arising from the acts and or omissions of the any Permitted User (including such Permitted User’s agent, employees, contractors, customers and invitees) while in the Premises and/or the Project. In no event shall the occupancy of any portion of the Premises by a Permitted User be deemed to create a landlord/tenant relationship between Landlord and such Permitted User, and, in all instances, Tenant shall be considered the sole tenant under the Lease notwithstanding the occupancy of any portion of the Premises by the Permitted User. Tenant shall not identify any party as a Permitted User solely in an effort to contravene the requirement for Landlord’s consent and other applicable sections of this Lease respecting assignments of this Lease and subleases of all or any portion of the Premises as the same are set forth in this LeaseUsers.

Permitted Users. Provided (a) Tenant has advised Landlord that Tenant is not in default under this Lease beyond applicable notice and cure periods, Tenant shall have the right to permit the Premises to be used by one or more of Tenant’s service providers only for the provision of services to parties with whom Tenant (or Guarantor) has a bona fide independent, material and its Representatives without the prior consent of Landlord, provided that in no event shall the total space used by such party ongoing business relationship or is incubating (referred to herein as the each a “Permitted User”” ) exceed ten percent (10%) and/or an Affiliate of Tenant, may from time to time be using space in the Premises and further provided that Tenant does not separately demise such spacePremises. Tenant shall provide Landlord with Notwithstanding anything to the name of contrary in this Article 13, each Permitted User at least shall be allowed such use, without Landlord’s consent, but upon ten (10) days prior written notice to Landlord upon the date on which following conditions: (i) Landlord shall not be litigating against such proposed Permitted User occupies a portion within the prior 24 months, (ii) the Permitted User shall not be entitled, directly or indirectly, to diplomatic or sovereign immunity and shall be subject to service of process in, and the jurisdiction of the Premises. In court of, the State of New York, (iii) there will be no event shall Tenant allow any separate entrances and/or demising walls for the Permitted User installed to use prepare the Premises for a purpose Permitted User, (iv) the aggregate number of rentable square feet occupied by all Permitted Users at any one time shall not exceed 20% of the then rentable square footage of the Premises (except such restriction shall not apply to then Affiliates of Tenant named herein), and (v) Tenant shall receive no rent, payment or other consideration in connection with such occupancy in respect of such space other than nominal rent payments (in no event greater per rentable square foot plus cost reimbursements) than the use expressly permitted in fixed rent, and escalation rent payable hereunder per rentable square foot) or other consideration for actual services rendered or provided by or for such occupant. (b) With respect to each and every Permitted User, the following shall apply: (i) each Permitted User shall have no privity of contract with Landlord and therefore shall have no rights under this Lease, and Landlord shall have no liability or obligation to the Permitted User under this Lease for any reason whatsoever in connection with such use or occupancy, which use and occupancy shall be subject and subordinate to otherwise this Lease, (ii) each Permitted User shall use the Premises in violation of any of the terms and conditions conformity with all applicable provisions of this Lease, any applicable Laws (iii) each Permitted User shall provide evidence of commercial general liability insurance reasonably acceptable to Landlord (not in excess of $2,000,000.00), and (iv) Tenant shall be liable for the acts of such Permitted User in or any of the rule and regulations applicable to about the Premises and Building as if same were the acts of Project. All notices required of Landlord under this Lease shall be forwarded only Tenant, subject to Tenant in accordance with the terms of this Lease and in no event shall Landlord be required to send any notices to any Permitted User. A violation of any of the foregoing by any Permitted User which is not cured within the applicable cure period shall be considered to be an Event of Default by Tenant hereunder. In addition, T▇▇▇▇▇’s indemnification obligations pursuant to Section 10 shall apply to the acts and omissions of any Permitted User and to any use of the Premises or the Project by the Permitted User. Tenant hereby agrees to cause any insurance to be maintained by Tenant under the Lease to be extended to cover the acts and omissions of the Permitted User (including such Permitted User’s agent, employees, contractors, customers and invitees) while in the Premises and/or the Project. In no event shall the occupancy of any portion of the Premises by a Permitted User be deemed to create a landlord/tenant relationship between Landlord and such Permitted User, and, in all instances, Tenant shall be considered the sole tenant under the Lease notwithstanding the occupancy of any portion of the Premises by the Permitted User. Tenant shall not identify any party as a Permitted User solely in an effort to contravene the requirement for Landlord’s consent and other applicable sections of this Lease respecting assignments of this Lease and subleases of all or any portion of the Premises as the same are set forth in this Lease.

Permitted Users. Provided (a) Tenant has advised Landlord that Tenant is not in default under this Lease beyond applicable notice and cure periods, Tenant shall have the right to permit the Premises to be used by one or more of Tenant’s service providers only for the provision of services to Tenant and its Representatives without the prior consent of Landlord, provided that in no event shall the total space used by such party (referred to herein as the “Permitted User”) exceed ten percent (10%) of the Premises and further provided that Tenant does not separately demise such space. Tenant shall provide Landlord with the name of each Permitted User at least ten (10) days prior to the date on which such Permitted User occupies a portion of the Premises. In no event shall Tenant allow any Permitted User to use the Premises for a purpose other than the use expressly permitted in this Lease or to otherwise use the Premises in violation of any of the terms and conditions of this Lease, any applicable Laws or any of the rule and regulations applicable to the Premises of Project. All notices required of Landlord under this Lease shall be forwarded only to Tenant in accordance with the terms of this Lease and in no event shall Landlord be required to send any notices to any Permitted User. A violation of any of the foregoing by any Permitted User which is not cured within the applicable cure period shall be considered to be an Event of Default by Tenant hereunder. In addition, T▇▇▇▇▇’s indemnification obligations pursuant ▇ Street Capital LLC ("▇▇▇▇▇▇") and one or more other Persons, who are clients of Tenant or with whom Tenant has a substantial continuing business relationship (each a "Permitted User") may from time to Section 10 shall apply time be using space in the Premises. Notwithstanding anything to the acts and omissions of any contrary in this Article 15 each Permitted User and shall be allowed such use, without Landlord's consent, but upon prior notice to any use of Landlord, upon the Premises following conditions: (i) Landlord or Tishman Speyer Properties L.P. or its successor shall not be litigating against such proposed Permitted User within the Project by the Permitted User. Tenant hereby agrees to cause any insurance to be maintained by Tenant under the Lease to be extended to cover the acts and omissions of prior 12 months, (ii) the Permitted User shall not be entitled, directly or indirectly, to diplomatic or sovereign immunity and shall be subject to service of process in, and the jurisdiction of the court of, the State of New York, (including iii) the total number of Permitted Users using desk space pursuant to this Section 15.14 shall not exceed 5 at any one time, (iv) the aggregate number of rentable square feet used by all Permitted Users (which term shall exclude ▇▇▇▇▇▇ for the purposes of this clause as long as (x) Tenant retains at least the same ownership interest in ▇▇▇▇▇▇ as Tenant has on the date hereof and (y) all Permitted Users at no time occupy more than 7,000 rentable square feet) at anyone time shall not exceed 5,000 rentable square feet, and (v) Tenant shall receive no rent, payment or other consideration in connection with such Permitted User’s agent, employees, contractors, customers and invitees) while occupancy in the Premises and/or the Project. In respect of such space other than nominal rent payments (in no event shall greater per rentable square foot than the occupancy of any portion of the Premises Fixed Rent, Tenant's Operating Payment and Tenant's Tax Payment payable hereunder per rentable square foot) or other consideration for actual services rendered or provided by a Permitted User be deemed or for such occupant. (b) With respect to create a landlord/tenant relationship between Landlord each and such every Permitted User, andthe following shall apply: (i) each Permitted User shall have no privity of contract with Landlord and therefore shall have no rights under this Lease, and Landlord shall have no liability or obligation to the Permitted User under this Lease for any reason whatsoever in connection with such use or occupancy, which use and occupancy shall be subject and subordinate to this Lease (including, without limitation, Article 10), (ii) each Permitted User shall use the Premises in conformity with all instancesapplicable provisions of this Lease, including Article 3, and (iii) Tenant shall be considered liable for the sole tenant under the Lease notwithstanding the occupancy acts of any portion of the Premises by the Permitted User. Tenant shall not identify any party as a such Permitted User solely in an effort to contravene the requirement for Landlord’s consent and other applicable sections of this Lease respecting assignments of this Lease and subleases of all or any portion of the Premises as the same are set forth in this LeasePremises.