Agmt17 Redwood City Partners, LLC Consent to Parking License Agreement BOX

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CONSENT TO PARKING LICENSE AGREEMENT This Consent to Parking License Agreement (this "Consent") is made as of 1W 911?51- 2017, by REDWOOD CITY PARTNERS, LLC, a Delaware limited liability compa y ("Landlord"), BOX, INC., a Delaware corporation ("Licensor"), and CITY OF REDWOOD CITY, a charter city and municipal corporation ("Licensee"). RECITALS: A. Landlord and Licensor entered into that certain Office Lease dated as of September 15, 2014 (the "Lease"), whereby Landlord leased to Licensor certain premises in the building (the "Building") located at 900 Jefferson Avenue, Redwood City, California. B. Under the Lease, Licensor has certain rights (the "Parking Rights") to use the Building parking facilities (the "Parking Facility"). C. Licensor desires to license certain of the Parking Rights to Licensee pursuant to the terms of the Parking License Agreement between Licensor and Licensee, dated as of , 2017 (the "City Parking License"), which would grant Licensee the right to use up to seventy-five (75) parking spaces in the Parking Facility for parking City -owned vehicles and City employee vehicles (the "City Parking Use"). D. The use of the Parking Facility is subject to that certain Parking Covenant and Agreement dated October 22, 2013, between Landlord and Licensee (the "Parking Covenant"). E. The terms of the Parking Covenant may conflict with the City Parking Use. F. Landlord desires to consent to City Parking License and the City Parking Use, subject to the mutual agreements and covenants contained in this Consent. AGREEMENT: 1. Consent. Landlord hereby consents to the City Parking License on the terms of this Consent. The use of the Parking Facility shall be subject to all of the terms and conditions of the Lease and the Parking Covenant, except as expressly set forth in this Consent. Notwithstanding the City Parking License or Landlord's consent thereto, Licensor shall remain fully liable for the payment of rents and for the performance of all other obligations of Licensor under the Lease from and after the date of this Consent. 2. Parking Covenant. Licensee agrees that, notwithstanding the terms of the Parking Covenant to the contrary, (i) the City Parking Use under the City Parking License shall not be a violation of the Parking Covenant, and (ii) any cars located in the Parking Facility as part of the City Parking Use shall be counted towards the "Public Parking" required to be maintained by Landlord under Section 2.1 of the Parking Covenant, on a one-to-one basis based on the number of key fobs or parking passes issued under the City Parking License. The terms of Page 1 of 5 REV: 04-28-17 VR ATTY/AGR.2017.091/CONSENT TO PARKING LICENSE AGREEMENT/BOX, INC/REDWOOD CITY PARTNERS, LLC