Common use of Subleases Clause in Contracts

Subleases. Sublessee may not enter into any sublease of the land area --------- of the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval shall be made at least thirty (30) days prior to the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease if (1) the use of the Subleased Premises associated with any sublease(s) is permitted under Article 9, (2) the sublease(s) are consistent with the terms and conditions of this Sublease; provided, however, that Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this Sublease, and (4) the proposed sublessee is financially and operationally responsible. In the event the rent for the land area of the Subleased Premises exceeds the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%) of such excess to Sublessor upon receipt by Sublessee; provided, however, that any rental received by Sublessee during a period in which no rental is due to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from Sublessee.

Subleases. Sublessee may not (a) From the date hereof until the date that is 90 days after the Closing (the “End Date”), CCIA and CLNC shall, and shall cause their respective controlled Affiliates to, use commercially reasonable efforts to (1) obtain the consent of the NY Landlord, in form and substance reasonably acceptable to CCIA and CLNC (the “NY Landlord Consent”) to enter into any an agreement for the sublease of certain premises under the land area --------- of the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval NY Office Lease to CLNC Advisors; provided, that neither Party nor their respective Affiliates shall be made required to pay any fees to the NY Landlord or agree to any concessions to the NY Landlord in order to obtain the NY Landlord Consent, and (2) negotiate and enter into a sublease for the NY Office Lease on terms consistent in all material respects with the term sheet attached hereto as Exhibit E-1 (the “NY Office Sublease Term Sheet” and such sublease, the “NY Office Sublease”). If the NY Landlord Consent is obtained at least thirty (30) days or prior to the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition of the proposed sublessee Closing and the terms CCIA and conditions of CLNC have negotiated to completion the proposed sublease. Sublessor shall not unreasonably withhold NY Office Sublease at or delay its consent prior to such sublease if the Closing, then at the Closing (1) each of CCIA and CLNC Advisors shall deliver, or cause to be delivered, the NY Office Sublease to the other party thereto, (2) Manager shall assign, or cause to be assigned, the tangible and intangible personal property of the Business set forth on Section 4.17(a) of the Disclosure Schedules (“NY Office Personal Property”) to CLNC pursuant to the Assignment and Assumption and (3) CLNC shall pay, or cause to be paid, $180,000 in respect of the leasehold interest underlying the NY Office Sublease (the “NY Office Sublease Amount”) and $81,008 in respect of the NY Office Personal Property, in each case by wire transfer of immediately available funds to an account or accounts designated in writing by Manager or CCIA to CLNC prior to the Closing Date. (b) If the NY Landlord Consent is not obtained at or prior to the Closing or CCIA and CLNC have not negotiated to completion the NY Office Sublease at or prior to the Closing, then (1) at the Closing, Manager shall assign, or cause to be assigned, the tangible personal property of the Business set forth on Section 4.17(b) of the Disclosure Schedules (“User Equipment”) to CLNC pursuant to the Assignment and Assumption, (2) at the Closing, CLNC shall pay, or cause to be paid, $20,124 in respect of the User Equipment by wire transfer of immediately available funds to an account or accounts designated in writing by Manager or CCIA to CLNC prior to the Closing Date, and (3) from and after the Closing until the End Date, CCIA and CLNC shall, and shall cause their respective controlled Affiliates to, use commercially reasonable efforts to obtain the NY Landlord Consent. From the Closing and until the earlier of (i) the End Date and (ii) such time as the NY Landlord Consent is obtained and the NY Office Sublease is executed by CCIA and CLNC Advisors, Manager shall provide, or cause to be provided, to CLNC 14.9% of the overall floor premises (the “Temporary Premises”) for office use, which Temporary Premises shall be located on the 33rd floor of ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, and in consideration of such use CLNC shall pay to the NY Tenant rent in the amount of (a) Forty-One Thousand Seventeen Dollars ($41,017) per month plus (b) 14.9% of any Additional Rent, each as defined in the NY Office Lease, payable under the NY Office Lease for such applicable amount of time, in each case prorated for the calendar days in any partial month prior to receipt of the NY Landlord consent. CLNC acknowledges receipt of a copy of the NY Office Lease and agrees that it will abide by all of the use obligations of the NY Tenant in the NY Office Lease with respect to the use of the Subleased Premises associated with Temporary Premises, including without limitation the provisions of Section 12.10 of the NY Office Lease governing “Desk Space Users”, and shall not cause any sublease(scondition which will cause a default by the NY Tenant under the Master Lease. (c) If the NY Landlord Consent is permitted under Article 9obtained following the Closing and by the End Date, (1) CCIA and CLNC Advisors shall deliver, or cause to be delivered, the NY Office Sublease to the other party thereto within two (2) Business Days of the later to occur of (i) the date that CCIA and CLNC have negotiated to completion the NY Office Sublease and (ii) the date of receipt of the NY Landlord Consent, (2) on the sublease(sdate of delivery of the NY Office Sublease, CLNC shall pay, or cause to be paid, (i) are consistent with the terms NY Office Sublease Amount in respect of the leasehold interest underlying the NY Office Sublease and conditions (ii) $60,884 in respect of this Subleasethe NY Office Personal Property not transferred to CLNC at the Closing, in each case by wire transfer of immediately available funds to an account or accounts designated in writing by Manager or CCIA to CLNC and (3) Manager shall assign, or cause to be assigned, the NY Office Personal Property not transferred to CLNC at the Closing pursuant to the Assignment and Assumption. (d) From the date hereof until the End Date, CCIA and CLNC shall, and shall cause their respective controlled Affiliates to, use commercially reasonable efforts to (1) obtain the consent of the LA Landlord in form and substance reasonably acceptable to CCIA and CLNC (the “LA Landlord Consent”) to enter into an agreement for the sublease of certain premises under the LA Office Lease to CLNC Advisors; provided, however, that Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor neither Party nor their respective Affiliates shall be required to pay rent and any fees to perform all other obligations the LA Landlord or agree to be performed by Sublessee under this Subleaseany concessions to the LA Landlord in order to obtain the LA Landlord Consent, and (42) the proposed sublessee is financially negotiate and operationally responsible. In the event the rent enter into a sublease for the land area of LA Office Lease on terms consistent in all material respects with the Subleased Premises exceeds term sheet attached hereto as Exhibit E-2 (the rental charged “LA Office Sublease Term Sheet” and such sublease, the “LA Office Sublease”). If the LA Landlord Consent is obtained at or prior to Sublessee under Article 4the Closing, Sublessee then at the Closing, CCIA and CLNC Advisors shall remit fifty percent (50%) of such excess deliver, or cause to Sublessor upon receipt by Sublessee; providedbe delivered, howeverthe LA Office Sublease to the other party thereto. If the LA Landlord Consent is not obtained at or prior to the Closing, that any rental received by Sublessee during a period in which no rental is due then until the End Date, CCIA and CLNC shall, and shall cause their respective controlled Affiliates to, use commercially reasonable efforts to Sublessor shall be paid in its entirety obtain the LA Landlord Consent. If the LA Landlord consent has not been obtained at or prior to Sublessor. Sublessor acknowledges the Closing, all CLNC personnel will vacate the premises at or promptly following the Closing until the LA Landlord Consent has been obtained and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from SublesseeLA Office Sublease has been executed.

Subleases. Sublessee may not (a) For each Subleased Real Estate Lease designated to be subleased pursuant to Section 2.1.6(b), the relevant Seller, as sublandlord, and the Purchaser or a Designated Purchaser, as subtenant, will enter into any a sublease in the form attached hereto as Exhibit K (each such sublease a “Sublease”) at Closing with a term to expire, on the one (1) year anniversary of the land area --------- Closing Date, with respect to the portion of the Subleased Premises without Sublessor's prior written approval. Any request applicable property to be used by the Purchaser or a Designated Purchaser for Sublessor's approval the Acquired Business. (b) The Sellers and the Purchaser will cooperate to determine how to segregate and demise the subleased premises, including the size and configuration of space to be subleased to the Purchaser or a Designated Purchaser (which shall be made at least thirty (30) days based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior to the commencement Closing Date, as adjusted to take into account any laboratory and other non-desk space to be subject to a Sublease, which shall also take into account the continued marketability and required contiguity of such tenancy and shall provide detailed information concerning the identity and financial condition that portion of the proposed sublessee premises to be subject to the related Sublease and the terms premises not to be subject to the related Sublease and conditions which shall not, in any instance, take into account any plans of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent Purchaser to such sublease if relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information (1subject to confidentiality limitations) on the use of subleased premises to the Subleased Premises associated with any sublease(s) is permitted under Article 9, (2) the sublease(s) are consistent with the terms and conditions of this Subleaseother; provided, howeverthat it is understood and agreed that all costs of such segregation and demising will be the sole responsibility of the Purchaser and that the Purchaser’s plans and specifications therefor will be subject to the Sellers’ reasonable approval. Prior to Closing, that Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent Sellers will not engage in any segregation and to perform all other obligations demising activities to be performed by Sublessee under this Subleaseundertaken (x) in order to maintain the marketability of the applicable premises prior to Closing or (y) in order to move any Owned Equipment from the applicable premises. (c) The relevant Sellers shall provide, or cause a third party services provider (each, including any of its subcontractors, a “Service Provider”) to provide, with respect to any space subject to a sublease, to the Purchaser or its Affiliate services which are substantially the same in scope as the services which have been normally and (4) customarily provided to the proposed sublessee is financially and operationally responsibleapplicable space prior to Closing. In the event the rent for the land area consideration of the Subleased Premises exceeds the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%) provision of such excess services by the respective Seller or Service Provider, the Purchaser shall pay to Sublessor upon receipt by Sublessee; provided, however, that any rental received by Sublessee during the Sellers a period monthly fee at each Site (as described in which no rental is due a schedule to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from Sublesseerelevant sublease).

Subleases. Sublessee may not enter into any Without limitation of the prohibitions set forth in Section 10.1 hereof, each sublease of any portion of a Facility shall be subject and subordinate to the land area --------- provisions of this Lease and shall provide that Landlord, at its option and without any obligation to do so, may require any sublessee to, at the request and option of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor under such sublease from the time of the Subleased Premises without Sublessor's prior written approval. Any request exercise of such option to the termination of such sublease, and in such case, Landlord shall not be (a) liable for Sublessor's approval shall be made at least thirty (30) days any act, omission or default of Tenant under such sublease occurring prior to the commencement attornment, (b) liable for, or subject to, any offset, abatement or reduction of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior to the attornment, (c) bound by any previous modification or amendment to any such sublease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by Landlord or, in the case of such tenancy and shall provide detailed information concerning the identity and financial condition prepayment, such prepayment of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold rent has actually been delivered to Landlord, or delay its consent (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease if (1) the use of the Subleased Premises associated with any sublease(s) is permitted under Article 9, (2) the sublease(s) are consistent with the terms and conditions of this Sublease; provided, however, that Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable unless such security deposit or other collateral has actually been delivered to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this Sublease, and (4) the proposed sublessee is financially and operationally responsibleLandlord. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the rent for expiration or earlier termination of this Lease with respect to the land area subleased Facility, including any earlier termination by mutual consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect or reduce any of the Subleased Premises exceeds obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as if no sublease had been made. No sublease shall impose any additional obligations on Landlord under this Lease. Anything contained in this Lease to the contrary notwithstanding, Tenant shall not sublet any Facility on any basis that the rental charged to Sublessee under Article 4be paid by the subtenant thereunder would be based, Sublessee shall remit fifty percent in whole or in part, on either (50%i) the income or profits derived by the business activities of the subtenant, or (ii) any other formula such that any portion of the sublease rental, if received by Landlord, would fail to qualify as “rents from real property” within the meaning of Section 856(d) of such excess to Sublessor upon receipt by Sublessee; providedthe Code, however, that or any rental received by Sublessee during a period in which no rental is due to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one similar or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from Sublesseesuccessor provision thereto.

Subleases. Sublessee may not enter into any sublease of the land area --------- of the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval shall be made at least thirty (30) days prior to the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease if if. (1) the use of the Subleased Premises associated associated-with any sublease(ssubleases) is permitted under Article 9, (2) the sublease(ssubleases) are consistent with the terms and conditions of this Sublease; provided, however, that Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this Sublease, and (4) )' the proposed sublessee is financially and operationally responsible. In the event the rent for the land area of the Subleased Premises exceeds the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%) of such excess to Sublessor 5ublessor upon receipt by Sublessee; provided, however, that any rental received by Sublessee during a period in which no rental is due to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more ▇▇▇▇ buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(sbuildings) they are subleasing from Sublessee.

Subleases. Sublessee (a) At any time during the Term, Tenant may sublease all or portion of the Premises or any improvements thereon to subtenants ("Subtenants"), provided that until Substantial Completion of the Project, Tenant may not sublease all or substantially all of the Premises to a single Person or to Persons that are Affiliates. (b) Landlord shall enter into a non-disturbance agreement with any Subtenant upon request by such Subtenant or Tenant. The non-disturbance agreement will provide that, notwithstanding the termination of this Lease, the Subtenant sublease ("Sublease") will continue for the duration of its term and any extensions thereof as a direct lease between Landlord and the land area --------- of Subtenant; provided, however, the Subleased Premises without Sublessor's prior written approval. Any request non-disturbance agreement will be conditioned on the following: (i) Landlord will not be liable to any Subtenant for Sublessor's approval shall any security deposits (unless the security deposit has been delivered to Landlord) under its Sublease, nor will Landlord be made at least bound by any rental which is paid more than thirty (30) days prior to the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition in advance of the proposed sublessee and due date under the terms and conditions of the proposed sublease. Sublessor Sublease; (ii) the Subtenant shall not unreasonably withhold be in default under its Sublease on the date of the Lease termination; (iii) the Subtenant shall attorn to Landlord; and (iv) Landlord will not be liable for any act or delay its consent omission of Tenant or be subject to any offsets or defenses that any Subtenant may have against Tenant (but may not limit rights of offset available to such Subtenant under the sublease if (1) in the use event Landlord fails to perform any obligation of Tenant that remains unperformed as of the Subleased Premises associated date Landlord takes possession of the Premises). In no event may Tenant enter into any Sublease that has a term (including available extensions) that extends beyond the Primary Term. Landlord will not be required to enter into or negotiate a non-disturbance agreement with Tenant or any Subtenant that is affiliated with Tenant or any Tenant Party. A copy of the signed or proposed Sublease shall be delivered to Landlord concurrently with any sublease(s) is permitted under Article 9, (2) the sublease(s) are consistent with the terms and conditions of this Sublease; provided, however, that Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this Sublease, and (4) the proposed sublessee is financially and operationally responsible. In the event the rent request for the land area of the Subleased Premises exceeds the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%) of such excess to Sublessor upon receipt by Sublessee; provided, however, that any rental received by Sublessee during a period in which no rental is due to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from Sublesseenon-disturbance agreement.

Subleases. In the event that Lessee seeks to sublease the Aircraft, in addition to securing Lessor's advance written consent to any Permitted Sublease and the terms and conditions thereof, Lessee shall execute and deliver any and all such documents and agreements, and secure all such approvals and consents from any Person or Governmental Entity, as Lessor and any Lessor Lender shall deem reasonably necessary or desirable in order to preserve and protect its respective rights and interests hereunder and under the other Operative Agreements; and provided further that: (1) any Sublessee may shall be a duly certificated air carrier holding a current and valid U.S. air operator's certificate; (2) any such Sublessee shall have duly executed and delivered a Permitted Sublease and all documents and agreements contemplated thereby, each in form and substance satisfactory to, and approved in writing by, Lessor, such approval not enter into to be unreasonably withheld; and (3) Lessee and Sublessee shall have executed and delivered to Lessor and any sublease Lessor Lender any and all such documents, and secured all such approvals and consents from any Person or Governmental Entity, as Lessor and any Lessor Lender shall reasonably require in order to preserve and protect their respective rights and interests hereunder, Lessor's rights as owner and lessor of the land area --------- Aircraft, and Lessor's rights to the proceeds hereof, including but not limited to an opinion of local legal counsel addressing the foregoing and otherwise in form and substance and from a qualified law firm of recognized standing acceptable to Lessor. Notwithstanding anything to the contrary contained herein, (x) any transfer of possession of the Subleased Premises Aircraft by reason of any Permitted Sublease shall be, and shall expressly provide that it is, subject and subordinate to all of the terms of this Lease, including, without Sublessorlimitation, Lessor's prior written approvalright to the return and/or repossession of the Aircraft upon the occurrence of an Event of Default or otherwise pursuant hereto; (y) none of the terms and provisions of such Permitted Sublease shall be adverse or inconsistent with the terms and provisions hereof and the rights and privileges of Lessor hereunder; and (z) Lessee shall remain primarily liable hereunder for the performance of all the provisions hereof, and obligations and duties of Lessee hereunder to the same extent as if such transfer of possession of the Aircraft had not occurred and notwithstanding the terms and provisions of any Permitted Sublease. Any Lessee shall advise Lessor in writing of its request for Sublessor's approval shall be made consent to sublease the Aircraft with reasonable detail as to the terms and provisions thereof at least thirty sixty (3060) days prior to the proposed commencement date, and Lessor shall respond to Lessee within 15 days after receipt of such tenancy Lessee's written request for consent (subject to Lessor's review of the final documents and agreements executed and delivered in connection therewith). Lessee shall provide detailed information concerning the identity and financial condition Lessor with copies of the various documents and agreements proposed sublessee to be executed and delivered between it and any Sublessee, as soon as practicable thereafter. Lessor shall review the terms same with reasonable diligence and conditions of expedition, and promptly either approve or reject the proposed subleasesame in writing to Lessee. Sublessor shall not unreasonably withhold or delay its consent to such sublease if (1) the use of the Subleased Premises All costs incurred and associated with any sublease(s) is permitted under Article 9, (2) the sublease(s) are consistent with the terms and conditions of this Sublease; provided, however, that Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this Sublease, and (4) the proposed sublessee is financially and operationally responsible. In the event the rent for the land area of the Subleased Premises exceeds the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%) of such excess to Sublessor upon receipt by Sublessee; provided, however, that any rental received by Sublessee during a period in which no rental is due to Sublessor sublease shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions sole responsibility of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from SublesseeLessee.

Subleases. Sublessee may not enter into any sublease (a) On or prior to the Closing, each of TRH and AIG shall execute and deliver each of the land area --------- “New York Sublease”, the “Chicago Sublease” and the “Toronto Sublease” in substantially the forms attached hereto as Exhibit I, Exhibit J and Exhibit K (each, a “Sublease” and collectively, the “Subleases”) to the extent it is a party to such Sublease and shall cause each of their respective Affiliates to execute and deliver each such Sublease to which such Affiliate is a party. AIG and TRH shall each pay one-half of the actual out-of-pocket costs and expenses (i) for any construction work that AIG, in its sole discretion, determines desirable to demise any of the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval shall separately, and (ii) to obtain the consent of any Landlord, including any costs or expenses that may be made at least thirty (30) days prior to charged in accordance with the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition terms of the proposed sublessee Master Lease or that are otherwise reasonably requested by any Landlord, and (iii) to dispute the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay refusal by any Landlord under any Master Lease to provide its consent to such sublease if (1) the use its applicable Sublease. TRH shall pay any and all other costs and expenses for any other work or action that may be necessary or desirable to separately demise any of the Subleased Premises associated or to effectuate any Sublease, including the cost to demise any computer room or computer system separately. TRH and AIG shall each pay for their own legal expenses in connection with each Sublease. (b) AIG and TRH shall, and shall cause their respective Affiliates to, cooperate in good faith to obtain all required consents and approvals necessary for each Sublease no later than the Consent Deadline that is applicable to each Sublease. If TRH and AIG fail to obtain any sublease(s) consent necessary to effectuate any Sublease on or prior to the Consent Deadline that is permitted under Article 9applicable to such Sublease (each such Sublease a “Rejected Sublease”), then solely with respect to such Rejected Sublease, (2i) the sublease(sRejected Sublease and each other arrangement between TRH, AIG and any of their respective Affiliates with respect to the Rejected Subleased Premises shall automatically terminate and be of no further force and effect as of the applicable Consent Deadline, (ii) are consistent TRH shall, or shall cause its relevant Affiliate(s) to, vacate the Rejected Subleased Premises in accordance with the terms requirements set forth in the Affected Master Lease and conditions otherwise in an orderly manner on or prior to the Exit Date that is applicable to the Rejected Sublease and shall do so at TRH’s sole cost and expense, and (iii) TRH or the relevant TRH Affiliate(s) shall, no later than the date on which TRH vacates all of this Subleasethe Rejected Subleased Premises, pay AIG or the relevant AIG Affiliate(s) the amount that would have been due and owing under the Rejected Sublease had the Rejected Sublease not been terminated for the period from and including the Closing Date through and including the applicable Exit Date. Notwithstanding the foregoing, if, notwithstanding TRH using its commercially reasonable efforts to vacate the Rejected Subleased Premises by the applicable Exit Date, TRH cannot vacate the Rejected Subleased Premises by such date, then, no later than the applicable Exit Date, TRH shall send AIG written notice that sets forth the earliest date upon which TRH reasonably expects to be able to vacate the Rejected Subleased Premises, and AIG agrees to work with the Landlord to try to accommodate TRH’s need for additional time; provided, however, that Sublessee may rent AIG shall have no obligation to extend the subleased area at rentals deemed appropriate by Sublesseeapplicable Exit Date if the Landlord is unwilling to afford any additional time beyond the applicable Exit Date. AIG shall have the right, in its sole discretion but exercised in good faith, to determine when and whether the landlord of any Subleased Premises shall have rejected, or determined not to provide its consent to, any Sublease or to extend to any applicable Exit Date. (c) For purposes of this Section 3.23, the following terms shall have the following meanings. “Affected Master Lease” shall mean, with respect to any Rejected Sublease, the Master Lease relating to such Rejected Sublease. “Consent Deadline” shall mean, (3i) Sublessee remains primarily liable with respect to Sublessor to pay rent the New York Sublease and to perform all other obligations to be performed by Sublessee under this the Chicago Sublease, the date that is twenty (20) days after the Closing Date, and (4ii) with respect to the proposed sublessee Toronto Sublease, the date that is financially ten (10) days after the Closing Date. “Exit Date” shall mean, (i) with respect to the New York Sublease and operationally responsiblethe Chicago Sublease, the date that is thirty (30) days after the Closing Date, and (ii) with respect to the Toronto Sublease, the date that is fifteen (15) days after the Closing Date. In “Landlord” shall mean, with respect to any Sublease, the event Person that is identified in such Sublease as the rent for landlord or owner under such Sublease’s Master Lease. “Master Lease” shall, with respect to any Sublease, have the land area of meaning ascribed to the term “Master Lease” in such Sublease. “Rejected Subleased Premises” shall mean, with respect to any Rejected Sublease, the Subleased Premises exceeds the rental charged relating to Sublessee under Article 4such Rejected Sublease. “Subleased Premises” shall, Sublessee shall remit fifty percent (50%) of such excess with respect to Sublessor upon receipt by Sublessee; providedany Sublease, however, that any rental received by Sublessee during a period in which no rental is due to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right meaning ascribed to use some or all of the land area of the term “Subleased Premises Premises” in connection with their use and enjoyment of the building(s) they are subleasing from Sublesseesuch Sublease.

Subleases. Sublessee may not enter into (a) Promptly, but in any event within five (5) Business Days, following the execution and delivery of any sublease permitted by this Article XXIV, Lessee shall notify Lessor of the land area --------- execution of such sublease. As of the Subleased Premises date of this Lease, Lessee shall lease the Property from Lessor, and any existing tenant respecting the Property shall automatically be deemed to be a subtenant of Lessee and not a tenant of Lessor. (b) Provided no Lease Default or Lease Event of Default has occurred and is continuing, Lessee may, without Sublessor's the prior written approvalconsent of any Financing Party or any other Person and subject to the other provisions of this Section 24.2, sublet the Property or portion thereof to any Subsidiary of the Parent. Any request for Sublessor's approval Lessee may otherwise sublet the Property or portion thereof to any Person (other than to a Subsidiary of the Parent) only with the consent of the Majority Secured Parties (such consent not to be unreasonably withheld or delayed). (c) No sublease (referenced in this Section 24.2 or otherwise) or other relinquishment of possession to the Property shall in any way discharge or diminish any obligation of any Credit Party to Lessor hereunder or under any of the other Operative Agreements and Lessee shall remain directly and primarily liable under this Lease as to the Property, or portion thereof, so sublet. (d) No sublease (referenced in this Section 24.2 or otherwise) shall extend beyond the Term of this Lease except with the consent of Majority Secured Parties (such consent not to be unreasonably withheld or delayed) and each such sublease shall be made expressly subject and subordinate to this Lease. (e) No sublease hereunder, whether or not to an Affiliate of Lessee, shall subject any Financing Party to regulation by any Governmental Authority to which any Financing Party would not have been subject but for such sublease, nor shall any sublessee be subject to a proceeding under bankruptcy, insolvency or similar laws at least thirty (30) days prior to the commencement time of such tenancy and sublease, nor shall provide detailed information concerning the identity and financial condition of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease if (1) the use create a Lease Default or Lease Event of the Subleased Premises associated with any sublease(s) is permitted under Article 9, (2) the sublease(s) are consistent with the terms and conditions of this Sublease; provided, however, that Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this Sublease, and (4) the proposed sublessee is financially and operationally responsible. In the event the rent for the land area of the Subleased Premises exceeds the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%) of such excess to Sublessor upon receipt by Sublessee; provided, however, that any rental received by Sublessee during a period in which no rental is due to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from SublesseeDefault hereunder.

Subleases. Sublessee may not enter into any sublease Notwithstanding anything to the contrary in this Lease, Tenant shall have the right to sublet or license portions of the land area --------- Buildings, Individual Properties and the Premises at any time and from time to time in the ordinary course of Tenant’s business for occupancy of the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval shall be made at least thirty (30) days prior to space in question by the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition of the proposed sublessee and the Subtenant on market terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold pursuant to a space lease or delay ground lease containing provisions deemed desirable by Tenant in its consent to such sublease if sole but reasonable discretion exercising Tenant’s prudent business judgment (1) the use of the Subleased Premises associated with and in any sublease(s) is permitted under Article 9, (2) the sublease(s) are case consistent with Class A institutionally owned and managed properties in the terms and conditions market), in each case without the prior consent of this Sublease; Landlord, provided, however, any Sublease which extends (or includes renewal options or other rights that Sublessee may rent affect any part of an Individual Property) beyond the subleased area at rentals deemed appropriate by Sublesseedate which is five (5) years after the Expiration Date of this Lease (which for avoidance of doubt is the date set forth in Section 1.1 of this Lease) shall require Landlord’s prior consent, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations not to be performed unreasonably withheld, conditioned or delayed (and which consent shall be deemed given if Landlord fails to provide reasonable objections to such Sublease within five (5) Business Days after written request for consent). Landlord agrees that upon a termination of this Lease, each such Sublease permitted by Sublessee under this Sublease, Section 23.4 shall continue in full force and effect as a direct lease between Landlord and such Subtenant. A Sublease of all or substantially all of a Building on a Premises (4) the proposed other than as a result of an expansion by any sublessee is financially and operationally responsible. In the event the rent for the land area of space as of the Subleased Premises exceeds the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%date of this Lease) of such excess to Sublessor upon receipt by Sublessee; provided, however, that any rental received by Sublessee during a period in which no rental is due to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one for all or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or substantially all of the land area remaining Term other than for actual occupancy of the Subleased Premises in connection with their use applicable Individual Property by the Subtenant thereunder shall be deemed a Transfer by Tenant of this Lease, and enjoyment as such shall be subject to all of the building(s) they applicable provisions of this Article 23. For the avoidance of doubt, Landlord agrees that all of the Subleases at the Property Portfolio in effect as of the date hereof, as reflected on the rent roll certified by Tenant and delivered to Landlord as of the closing date of Landlord acquisition of the Premises, are subleasing from Sublesseepermitted hereunder and that Landlord’s rights as ground lessor are expressly subject thereto.

Subleases. Sublessee may not Without the consent or approval of Purchaser, Seller will be entitled to enter into any sublease Subleases of all or part of the land area --------- premises under each Master Lease so long as each such Sublease complies with the leasing parameters set forth Schedule II attached hereto (the “Sublease Parameters”). Purchaser agrees to enter into a non-disturbance and attornment agreement, in the form to be attached as an exhibit to each Master Lease, for each such Sublease promptly upon request of Seller; provided, however, Purchaser has no obligation to execute or deliver same unless such agreement provides that Purchaser has no obligation thereunder unless and until the Earn Out Conditions with respect thereto have been satisfied. When a Sublease has satisfied the Earn Out Conditions, then the Sublease must be assigned by Seller to Purchaser, the premises of such Sublease will be automatically removed from the premises of the Subleased Premises without Sublessor's prior written approvalapplicable Sublease, and Seller will be released from liability under such Sublease. Any request for Sublessor's approval shall Seller will be made entitled to all rent and triple net expenses under a Sublease until it has been assigned to Purchaser. Once a Sublease is assigned to Purchaser, then Purchaser will be entitled to all rent and triple next expenses under such Sublease as a direct lease with Purchaser. The foregoing notwithstanding, Seller may enter into a Sublease that does not meet the Creditworthiness Standards (as defined in the Sublease Parameters) so long as it meets all of the other Sublease Parameters provided, however, that (a) any such Sublease will not be assigned to Purchaser and removed from the premises of such Master Lease unless and until Purchaser receives verification, reasonably satisfactory to Purchaser, that (i) a period of at least two years has expired since the later of the date (A) the rent commencement date for such Sublease has occurred (i.e., the date all free rent periods have expired) and (B) all other Earn Out Conditions for such Sublease have been satisfied, and (ii) the subtenant under any such Sublease is not in default under such Sublease at the time of assignment and has not at any time following the commencement date of the Sublease failed to pay any rent or other sums payable under the Sublease within thirty (30) days prior to the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition of the proposed sublessee and date same was due – it being understood that Seller has no right, directly or indirectly, to provide any payment, subsidy, default waiver or other assistance to any such subtenant so as to insure the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease if (1) the use of the Subleased Premises associated with any sublease(s) is permitted under Article 9, (2) the sublease(s) are consistent with the terms and conditions satisfaction of this Sublease; provided, however, that Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this Subleasecondition, and (4b) no such Sublease may be executed by Seller in the proposed sublessee is financially and operationally responsible. In the event the rent for the land area last two years of the Subleased Premises exceeds the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%) of such excess to Sublessor upon receipt by Sublessee; provided, however, that any rental received by Sublessee during a period in which no rental is due to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all term of the land area applicable Master Lease. Otherwise, any deviation of a Sublease from the Subleased Premises Sublease Parameters must be approved in connection with their use and enjoyment of the building(s) they are subleasing from Sublesseeadvance by Purchaser.

Subleases. Sublessee may not enter into any With respect to each and every sublease or subletting pursuant to the provisions of the land area --------- of the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval this Lease, it is further agreed as follows: (i) no subletting shall be made at least thirty for a term ending later than one (301) days day prior to the commencement Expiration Date of this Lease; (ii) no sublease shall be valid, and no sublessee shall take possession of the Premises (or any portion thereof), until an executed counterpart of such tenancy sublease has been delivered to Landlord and approved by Landlord (where such approval is required), which approval shall not be unreasonably withheld or delayed; (iii) each sublease shall provide detailed information concerning that it is subject and subordinate to this Lease and to the identity matters to which this Lease is or shall be subordinate, and financial condition that, in the event of termination, re-entry or dispossess by Landlord under this Lease, Landlord may, at its option, either terminate such sublease or take over all of the proposed right, title and interest of Tenant, as sublessor, under such sublease, and such sublessee and shall, at Landlord’s option, attorn to Landlord pursuant to the terms and conditions then executory provisions of such sublease, except that Landlord shall not (I) be liable for any previous act or omission of Tenant under such sublease, (II) be subject to any offset, not expressly provided in such sublease, which theretofore accrued to such subtenant against Tenant, or (III) be bound by any previous modification of such sublease or by any previous prepayment of more than one month’s rent; and (iv) any modification, amendment or extension of a sublease previously consented to by Landlord (except for a termination of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease if (1) , a decrease in the use length of the Subleased Premises associated with term thereof or a de minimis modification or amendment not altering any sublease(sof the material financial terms of such sublease) is permitted under Article 9, (2) the sublease(s) are consistent with shall be deemed to be a new sublease subject to all of the terms and conditions of this Sublease; provided, however, that Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this Sublease, and (4) the proposed sublessee is financially and operationally responsible. In the event the rent for the land area of the Subleased Premises exceeds the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%) of such excess to Sublessor upon receipt by Sublessee; provided, however, that any rental received by Sublessee during a period in which no rental is due to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from Sublessee8.

Subleases. Sublessee may Lessee shall have the right, with the written consent of ▇▇▇▇▇▇, such consent not enter into to be unreasonably withheld, delayed or conditioned upon a renegotiation of any sublease of the land area --------- terms of this Lease, to license, sublease or otherwise allow the occupancy of all or a portion of the Subleased Premises without Sublessor's prior written approvaland the Improvements. Any request If Lessee licenses or subleases a portion of the Premises to a third party for Sublessor's approval the purpose of sending and receiving telecommunications signals (each such grant a “Sublease”) then Lessee agrees to pay to Lessor, as additional rent, (“Co-Location Rent”), the following amounts: (i) in the event that the Sublease is with a major wireless carrier, such as Verizon, AT&T or T-Mobile, the Co-Location Rent shall be made at least thirty Six Hundred and No/100 Dollars (30$600.00) days prior to the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease if (1) the use of the Subleased Premises associated with any sublease(s) is permitted under Article 9, (2) the sublease(s) are consistent with the terms and conditions of this Sublease; provided, however, that Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this Subleaseper month, and (4ii) in the proposed sublessee event that Lessee enters into a Sublease with any entity other than a major wireless carrier, the Co-Location Rent shall be an amount equal to Three Hundred and No/100 Dollars ($300.00) per month. Co-Location Rent shall be paid under the following conditions: (i) Lessee shall not be required to pay Lessor the Co-Location Rent for the first or initial Sublease of a major wireless carrier (“Anchor Tenant”), and (ii) Co-Location Rent is financially and operationally responsiblenot subject to an escalator. In the event the rent for Anchor Tenant vacates the land area of the Subleased Premises exceeds the rental charged to Sublessee under Article 4Premises, Sublessee Lessee shall remit fifty percent (50%) of such excess to Sublessor upon receipt by Sublessee; provided, however, that any rental received by Sublessee during a period in which no rental is due to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some substitute the Anchor Tenant with an existing sublessee or all licensee who shall become the new Anchor Tenant. The Co-Location Rent for each such Sublease shall commence beginning on the first day of the land area month following the commencement date of each Sublease and continue through the term of that respective Sublease. That portion of the Subleased Premises in connection with their use and enjoyment Rent attributable to the Co- Location Rent shall terminate at the end of the building(smonth during which each Sublease terminates or expires, whichever is earlier, and Rent thereafter shall be reduced by an amount equal to the Co- Location Rent for each such Sublease as of the date of such expiration or termination. Lessee shall have sole discretion as to whether, and on what terms, to enter into, amend or terminate any such Sublease, and there shall be no express or implied obligation of Lessee to do so, nor is Lessor a third party beneficiary of any Sublease. Lessee’s approved licensee(s) they are subleasing from Sublesseeand sublessee(s) shall be entitled to modify the tower and Improvements, and erect and install additional improvements and personal property on the Premises and Improvements, including but not limited to antennas, dishes, cabling, utilities, emergency or back up power, generators, and equipment shelters. Lessee’s approved licensee(s) and sublessee(s) shall be entitled to all rights of ingress and egress to the Premises, the right to install utilities on the Premises and the right to use the Premises for the Intended Use as if said licensee or sublessee were the Lessee under this Lease.

Subleases. Sublessee may In the event that Lessee seeks to sublease the Aircraft pursuant to a Permitted Sublease whereby Lessee does not enter into any sublease retain possession and operational control of the land area --------- Aircraft at all times, in addition to securing Lessor's advance written consent to any such Permitted Sublease and the terms and conditions thereof, Lessee shall execute and deliver any and all such documents and agreements, and secure all such approvals and consents from any Person or Governmental Entity, as Lessor and any Lessor Lender shall deem reasonably necessary or desirable in order to preserve and protect its respective rights and interests hereunder and under the other Operative Agreements; and provided further that: (1) any Sublessee shall be a duly certificated air carrier holding a current and valid U.S. air operator's certificate; (2) any such Sublessee shall have duly executed and delivered a Permitted Sublease and all documents and agreements contemplated thereby, each in form and substance satisfactory to, and approved in writing by, Lessor, such approval not to be unreasonably withheld; and (3) Lessee and Sublessee shall have executed and delivered to Lessor and any Lessor Lender any and all such documents, and secured all such approvals and consents from any Person or Governmental Entity, as Lessor and any Lessor Lender shall reasonably require in order to preserve and protect their respective rights and interests hereunder, Lessor's rights as owner and lessor of the Subleased Premises Aircraft, and Lessor's rights to the proceeds hereof, including but not limited to an opinion of legal counsel addressing the foregoing and otherwise in form and substance and from a qualified law firm of recognized standing acceptable to Lessor. Notwithstanding anything to the contrary contained in this Lease, including but not limited to Sections 6(a)(i) and 6(a)(ii), (x) any transfer of possession or control of the Aircraft by reason of any Permitted Sublease shall be, and shall expressly provide that it is, subject and subordinate to all of the terms of this Lease, including, without Sublessorlimitation, Lessor's prior written approvalright to the return and/or repossession of the Aircraft upon the occurrence of an Event of Default or otherwise pursuant hereto; (y) none of the terms and provisions of such Permitted Sublease shall be adverse or inconsistent with the terms and provisions hereof and the rights and privileges of Lessor hereunder; and (z) Lessee shall remain primarily liable hereunder for the performance of all the provisions hereof, and obligations and duties of Lessee hereunder to the same extent as if such transfer of possession of the Aircraft had not occurred and notwithstanding the terms and provisions of any Permitted Sublease. Any Lessee shall advise Lessor in writing of its request for Sublessor's approval shall be made consent to sublease the Aircraft at least thirty ninety (3090) days prior to the proposed commencement of such tenancy date, and shall provide detailed information concerning the identity and financial condition Lessor with copies of the various documents and agreements proposed sublessee to be executed and the terms delivered between it and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease if (1) the use of the Subleased Premises associated with any sublease(s) is permitted under Article 9, (2) the sublease(s) are consistent with the terms and conditions of this Sublease; provided, however, that Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this Sublease, and (4) as soon as practicable Lessor shall review the proposed sublessee is financially and operationally responsible. In the event the rent for the land area of the Subleased Premises exceeds the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%) of such excess to Sublessor upon receipt by Sublessee; provided, however, that any rental received by Sublessee during a period in which no rental is due to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from Sublessee.same with

Subleases. Sublessee may not Without the consent or approval of Purchaser, Seller will be entitled to enter into any sublease Subleases of all or part of the land area --------- premises under each Master Lease so long as each such Sublease complies with the leasing parameters set forth Schedule II attached hereto (the “Sublease Parameters”). Purchaser agrees to enter into a non-disturbance and attornment agreement, in the form to be attached as an exhibit to each Master Lease, for each such Sublease promptly upon request of Seller; provided, however, Purchaser has no obligation Exhibit “H” - 3 to execute or deliver same unless such agreement provides that Purchaser has no obligation thereunder unless and until the Earn Out Conditions with respect thereto have been satisfied. When a Sublease has satisfied the Earn Out Conditions, then the Sublease must be assigned by Seller to Purchaser, the premises of such Sublease will be automatically removed from the premises of the Subleased Premises without Sublessor's prior written approvalapplicable Sublease, and Seller will be released from liability under such Sublease. Any request for Sublessor's approval shall Seller will be made entitled to all rent and triple net expenses under a Sublease until it has been assigned to Purchaser. Once a Sublease is assigned to Purchaser, then Purchaser will be entitled to all rent and triple next expenses under such Sublease as a direct lease with Purchaser. The foregoing notwithstanding, Seller may enter into a Sublease that does not meet the Creditworthiness Standards (as defined in the Sublease Parameters) so long as it meets all of the other Sublease Parameters provided, however, that (a) any such Sublease will not be assigned to Purchaser and removed from the premises of such Master Lease unless and until Purchaser receives verification, reasonably satisfactory to Purchaser, that (i) a period of at least two years has expired since the later of the date (A) the rent commencement date for such Sublease has occurred (i.e., the date all free rent periods have expired) and (B) all other Earn Out Conditions for such Sublease have been satisfied, and (ii) the subtenant under any such Sublease is not in default under such Sublease at the time of assignment and has not at any time following the commencement date of the Sublease failed to pay any rent or other sums payable under the Sublease within thirty (30) days prior to the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition of the proposed sublessee and date same was due – it being understood that Seller has no right, directly or indirectly, to provide any payment, subsidy, default waiver or other assistance to any such subtenant so as to insure the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease if (1) the use of the Subleased Premises associated with any sublease(s) is permitted under Article 9, (2) the sublease(s) are consistent with the terms and conditions satisfaction of this Sublease; provided, however, that Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this Subleasecondition, and (4b) no such Sublease may be executed by Seller in the proposed sublessee is financially and operationally responsible. In the event the rent for the land area last two years of the Subleased Premises exceeds the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%) of such excess to Sublessor upon receipt by Sublessee; provided, however, that any rental received by Sublessee during a period in which no rental is due to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all term of the land area applicable Master Lease. Otherwise, any deviation of a Sublease from the Subleased Premises Sublease Parameters must be approved in connection with their use and enjoyment of the building(s) they are subleasing from Sublesseeadvance by Purchaser.

Subleases. Sublessee may Any sublease of all or any portion of the Premises shall be subject to the following: (i) each such sublease shall expressly be made subject to the provisions hereof, (ii) the term of any subletting shall not enter into extend beyond the Term of this Lease, (iii) no sublease shall affect or reduce any obligation of the Tenant or right of the Landlord hereunder, and (iv) all obligations of the Tenant hereunder shall continue in full force and effect as the obligations of a principal and not of a guarantor or surety, as though no subletting had been made. Tenant shall, within 10 days after the execution of any sublease, deliver a conformed copy thereof to Landlord. For and with respect to a sublease of the land area --------- entire Premises executed with a bona fide unrelated subtenant on an arms length basis and on rental and other terms consistent with then market conditions, Landlord shall execute a non-disturbance agreement providing that Landlord, for itself, its successors and assigns, subject to the observance and performance by the subtenant under such sublease of all of the Subleased Premises without Sublessor's prior written approvalterms, covenants and conditions thereunder, will covenant not to disturb the quiet and peaceful enjoyment of such subtenant in the event of a cancellation or termination of this Lease. Any request Furthermore, Landlord shall not be liable in any way to subtenant for Sublessor's approval any act or omission, neglect or default on the part of Tenant, as sublandlord under the sublease, or be responsible for any moneys owing by or on deposit with Tenant to the credit of subtenant, and subtenant shall not have the right to setoff or assert against Landlord any such claim or any damages arising therefrom. Such non-disturbance obligation of Landlord shall be made at least thirty (30) days prior contingent upon the payment of Monthly Rent by the subtenant in an amount equal to the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition greater of the proposed sublessee and the terms and conditions of the proposed Monthly Rent payable under this Lease or said sublease. Sublessor shall not unreasonably withhold or delay its consent Landlord agrees to such sublease if (1) the use of the Subleased Premises associated with any sublease(s) is permitted under Article 9enter into a commercially reasonable, (2) the sublease(s) are consistent with recordable non-disturbance and recognition agreement setting forth the terms and conditions of this Sublease; provided, however, that Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this Sublease, and (4) the proposed sublessee is financially and operationally responsible. In the event the rent for the land area of the Subleased Premises exceeds the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%) of such excess to Sublessor upon receipt by Sublessee; provided, however, that any rental received by Sublessee during a period in which no rental is due to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from SublesseeSection 16.6.

Subleases. Sublessee may not enter into any sublease To the extent collected by BroadVision prior to the Transfer Date, all rents, reimbursements and other amounts payable by the Subtenants under their respective Subleases (for purposes of this Section 7.2, herein referred to as “Sublease Rents”) shall be prorated as of the land area --------- Proration Date by credit against proratable items payable to BroadVision, and, to the extent of any excess, by payment from BroadVision to PSI. From and after the Transfer Date, all payments of Sublease Rents (regardless of the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval period to which the same apply) shall be made at least thirty (30) days to PSI. PSI shall have no obligation to collect for BroadVision any Sublease Rents from the Subtenants applicable to periods prior to the commencement of such tenancy and Proration Date, nor shall provide detailed information concerning the identity and financial condition PSI have any obligation to litigate or declare a default under any of the proposed sublessee Subleases by reason of any such unpaid Sublease Rents applicable to periods prior to the Proration Date. From and after the terms and conditions date of the proposed sublease. Sublessor this Agreement, BroadVision shall not unreasonably withhold or delay its consent to such sublease if (1) the use of the Subleased Premises associated with any sublease(s) is permitted under Article 9, (2) the sublease(s) are consistent with the terms and conditions of this Sublease; provided, however, that Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this Sublease, and (4) the proposed sublessee is financially and operationally responsible. In the event the rent for the land area of the Subleased Premises exceeds the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%) of such excess to Sublessor upon receipt by Sublessee; provided, however, that any rental received by Sublessee during a period in which no rental is due to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some institute or all continue any legal, equitable or other action, suit, arbitration or pursue any claim against the Subtenants for any matter relating to the Premises or the Subleases (other than a counterclaim, affirmative defense, or cross-complaint in any action initiated against BroadVision by any Subtenant). After the Transfer Date, BroadVision shall not be entitled to collect any delinquent Sublease Rents payable to BroadVision by any Subtenant for periods prior to the Proration Date. Delinquent Sublease Rents relating to periods prior to the Proration Date and collected by PSI following the Transfer Date, if any, net of the land area costs of collection (including attorneys’ fees), shall be applied first to amounts currently due under the Subleased Premises in connection with their use Subleases, second to any amounts overdue to PSI, and enjoyment of the building(s) they are subleasing from Sublesseelastly to any amounts overdue to BroadVision (which amounts shall be paid to BroadVision by PSI).

Subleases. Sublessee may not (a) For the leased premises located in ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇, Seller shall sublet to Purchaser pursuant to a sublease agreement (the “Seller Sublease”), reasonably acceptable to both Purchaser and Seller and subject to the terms of the applicable underlying lease, a portion of the demised premises in such location subject to the terms of the applicable lease and obtaining the landlord’s consent to the Sublease or Bankruptcy Court approval. Purchaser shall bear its portion of the occupancy cost for such location based on the relative square footage sublet. Seller and Purchaser shall enter into any sublease of the land area --------- of Seller Sublease at Closing to memorialize the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval shall be made at least thirty (30) days prior to the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease if (1) the use of the Subleased Premises associated with any sublease(s) is permitted under Article 9, (2) the sublease(s) are consistent with the terms and conditions provisions of this Sublease; providedSection. (b) For the leased premises located in ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, however▇▇▇▇▇▇, that Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee▇▇, (3) Sublessee remains primarily liable to Sublessor to pay rent ▇▇▇ ▇. ▇▇▇▇▇▇▇ Street, Chicago, IL and to perform all other obligations to be performed by Sublessee under this Sublease▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, and (4) the proposed sublessee is financially and operationally responsible. In the event the rent for the land area of the Subleased Premises exceeds the rental charged to Sublessee under Article 4▇▇▇ ▇▇▇▇▇▇▇, Sublessee ▇▇ Seller shall remit fifty percent (50%) of assume such excess to Sublessor upon receipt by Sublessee; provided, however, that any rental received by Sublessee during a period in which no rental is due to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises leases in connection with their use Seller’s bankruptcy proceedings and enjoyment assign such leases to Purchaser. Purchaser shall then sublet to Seller or a designee of Seller, in either event with credit reasonably acceptable to Purchaser, pursuant to three separate subleases (each, a “Purchaser Sublease”, collectively the “Purchaser Sublease”), reasonably acceptable to both Purchaser and Seller and subject in all cases to the terms of the building(s) they are subleasing from Sublesseeunderlying lease, a portion of the demised premises in such locations shall be subject to obtaining the landlord’s consent to each Sublease or Bankruptcy Court approval. Seller shall bear its portion of the occupancy cost for each such location based on the relative square footage sublet. Seller and Purchaser shall enter into each Sublease at Closing to memorialize the provisions of this Section.

Subleases. Sublessee may not As sublandlord, Tenant has entered into twenty-six (26) subleases (the “Subleases”) with respect to the Building. A complete and accurate list of such subleases is attached hereto and incorporated herein as Exhibit “A”. As a condition precedent to the effectiveness of this Amendment, Landlord and Tenant shall enter into any an assignment and assumption of each such sublease substantially in the form of Exhibit “B” attached hereto and incorporated herein by this reference. In addition, prior to the Reduction Commencement Date, Tenant shall obtain from each sublessee, an estoppel agreement in the form of Exhibit “C”, attached hereto and incorporated herein by this reference. On or before May 31, 2010, Tenant shall transfer the security deposits of all subtenants currently being held by Tenant, to Landlord. As of the land area --------- Reduction Commencement Date, Tenant is holding $124,405.35 in subtenant security deposits. Tenant represents and warrants that as of the Subleased Premises without Sublessor's Reduction Commencement Date, the security deposits of the subtenants in the possession of Tenant equals $124,405.35. The following provisions shall apply to receivables which, as of the Reduction Commencement Date, have been billed and are owed to Tenant by subtenants still occupying their premises as of the Reduction Commencement Date under any of the subleases (the “Receivables”). Tenant shall deliver to Landlord prior written approvalto the Reduction Commencement Date, a schedule which identifies the Receivables. Any request On the Reduction Commencement Date, Tenant shall be entitled to receive a credit from Landlord in the total amount of the Receivables listed on the attached Exhibit “G”. Subsequent to the Reduction Commencement Date, Landlord shall have all right, title and interest in and to the Receivables with respect to which Tenant has received a credit. Tenant shall indemnify and hold Landlord harmless from and against any losses incurred by Landlord due to its failure to collect payment of any portion of the aforesaid Receivables relating to the period of time prior to the Reduction Commencement Date as a result of: (a) the insolvency of any subtenant; or (b) the exercise by any subtenant of a legally valid defense to the payment thereof. To the extent that operating expenses, including taxes, are chargeable to subtenants under the subleases, Landlord and Tenant shall make a preliminary good faith effort to determine the amount owing from and prepaid by subtenants for Sublessor's approval such operating expenses based upon the proration of such expenses and receipts to the Reduction Commencement Date, and a cash adjustment shall be made at least no later than April 30, 2010 based upon such calculation. Promptly after reconciliation of the operating expenses for the calendar year 2010 and receipt from or payment to subtenants to reconcile the charges to and from subtenants, Landlord and Tenant shall make a final reconciliation of such amounts as may be due each based upon the Rent Reduction Date and actual expenses and collections. Any amount owed to Landlord shall be paid as additional rent and any amount owed Tenant shall be paid in the form of a rent credit on the next rent due and owing. Landlord acknowledges that Tenant is providing certain long distance and phone services to some of the subtenants. Tenant agrees to continue to provide such services until the earlier of (a) Landlord’s written notice to cease providing the services, or (b) December 31, 2010. During the period in which Tenant is providing the services, Landlord agrees to forward to Tenant, any amount collected from the subtenants for such services to reimburse Tenant for the actual costs of the services provided. Tenant shall have the right, upon thirty (30) days prior written notice to the commencement of such tenancy and shall provide detailed information concerning subtenants, with a copy to the identity and financial condition Landlord, to terminate any of the proposed sublessee and services provided by Tenant to subtenants under the terms and conditions of any sublease or other agreement. Tenant shall also have the proposed subleaseright to pursue collection of any past due charges directly from the subtenants. Sublessor shall not unreasonably withhold or delay its consent Landlord agrees to such sublease if (1) use commercially reasonable efforts to collect the use of the Subleased Premises associated with any sublease(s) is permitted under Article 9, (2) the sublease(s) are consistent with the terms and conditions of this Sublease; provided, however, that Sublessee may rent the subleased area at rentals deemed appropriate past due utility charges owed by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this Sublease, and (4) the proposed sublessee is financially and operationally responsiblePointServe. In the event Landlord can collect any amount owed by PointServe, then Landlord agrees to pay to Tenant, the rent for amount collected less any reasonable and actual out of pocket costs incurred therewith. In no event shall Landlord be required to commence litigation to collect the land area of the Subleased Premises exceeds the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%) of such excess to Sublessor upon receipt by Sublessee; provided, however, that any rental received by Sublessee during a period in which no rental is past due to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from Sublesseeutility costs.

Subleases. Sublessee may Notwithstanding anything contained in any Ground Lease to the contrary, Borrower shall not enter into further sublet any sublease portion of the land area --------- related Individual Property (other than as permitted pursuant to Section 5.1.17 hereof) without prior written consent of Lender. Each sublease hereafter made shall provide that, (a) in the event of the Subleased Premises without Sublessor's prior written approval. Any request termination of the Ground Lease, the sublease shall not terminate or be terminable by the lessee thereunder; (b) in the event of any action for Sublessor's approval shall be made at least thirty (30) days prior the foreclosure of the Security Instrument with respect to the commencement of such tenancy and related Individual Property, the sublease shall provide detailed information concerning not terminate or be terminable by the identity and financial condition lessee thereunder by reason of the proposed sublessee and the terms and conditions termination of the proposed sublease. Sublessor Ground Lease unless such lessee is specifically named and joined in any such action and unless a judgment is obtained therein against such lessee; and (c) in the event that the Ground Lease is terminated as aforesaid, the lessee under the sublease shall not unreasonably withhold attorn to the lessor under the Ground Lease or delay its consent to such sublease if (1) the use purchaser at the sale of the Subleased Premises associated with any sublease(s) is permitted under Article 9related Individual Property on such foreclosure, (2) as the sublease(s) are consistent with the terms and conditions of this Sublease; provided, however, that Sublessee case may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this Sublease, and (4) the proposed sublessee is financially and operationally responsiblebe. In the event that any portion of such Individual Property shall be sublet pursuant to the rent terms of this subsection, such sublease shall be deemed to be included in the Individual Property. Any sublease submitted to Lender for approval shall be deemed approved if (i) Borrower delivers to Lender a written request for such approval marked in bold lettering with the land area following language: “LENDER’S RESPONSE IS REQUIRED WITHIN FIFTEEN (15) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER. FAILURE TO RESPOND SHALL BE DEEMED AN APPROVAL” and the envelope containing the request is marked “PRIORITY”; and (ii) Lender shall have failed to notify Borrower of its approval or disapproval within such fifteen (15) Business Days following Lender’s receipt of Borrower’s written request together with such proposed sublease and any and all other information and documentation relating thereto reasonably required by Lender to reach a decision. In no event shall Lender be deemed to have approved any sublease having a material adverse effect on Borrower’s costs or obligations. Upon Borrower’s request, Lender shall deliver a Borrower a reasonably detailed description of the Subleased Premises exceeds the rental charged to Sublessee reasons for any disapprovals under Article 4, Sublessee shall remit fifty percent (50%) of such excess to Sublessor upon receipt by Sublessee; provided, however, that any rental received by Sublessee during a period in which no rental is due to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from Sublesseethis Section 5.1.24(b).

Subleases. Sublessee If Tenant desires to sublet all or a portion of the Leased Premises, Landlord shall have the option (1) to consent to such subletting and require that Tenant pay Landlord as Additional Rent one-half (1/2) of any net profits of rent from such subletting after deducting from the rent charged by the Tenant to each subtenant the reasonable and substantiated costs incurred by Tenant in consummating the sublease (e. g. brokerage commissions, legal fees, marketing costs, concessions and leasehold improvements) amortized over the term of the sublease without interest or (2) provided that such refusal is not commercially unreasonable, to refuse to consent to the proposed subletting. The consent of Landlord to a proposed subletting may not enter into be unreasonably withheld, conditioned or delayed, provided should Landlord withhold its consent for any sublease of the land area --------- following reasons, which list is not exclusive, such withholding shall be deemed to be commercially reasonable: (i) The proposed sublessee’s use and/or occupancy of the Subleased Leased Premises without Sublessor's prior written approval. Any request for Sublessor's approval shall would be made at least thirty unlawful or would violate any exclusive rights given to another tenant in the Project ; or, (30ii) days prior The proposed sublessee’s use and/or occupancy of the Leased Premises would impose a burden on the Common Areas or utilities serving the Project which is greater than Tenant’s and is unreasonable; or, (iii) The proposed sublessee’s use and/or occupancy of the Leased Premises would require a material variation in the terms of the Lease including, but not limited to the commencement Permitted Use (except that a subletting to another office, research lab use is not deemed to be a material variation of such tenancy and shall provide detailed information concerning the identity and financial condition terms of the Lease); or, (iv) Landlord has evicted or been involved in litigation or had other past bad experience with the proposed sublessee and so advises Tenant in writing. Notwithstanding the terms and conditions foregoing, Landlord hereby consents to the sublease of a certain portion of the proposed subleaseLeased Premises to Microbiome Health Research Institute Inc., a Massachusetts nonprofit corporation (“Microbiome”). Sublessor Prior to the grant of the sublease to Microbiome, Tenant shall not unreasonably withhold or delay its provide Landlord with a copy of the sublease agreement for Landlord’s review and reasonable consent to such sublease if (1) the use of the Subleased Premises associated with any sublease(s) is permitted under Article 9, (2) the sublease(s) are consistent with the terms and conditions of this Sublease; provided, however, that Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this Sublease, and (4) the proposed sublessee is financially and operationally responsible. In the event the rent for the land area of the Subleased Premises exceeds the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%) of such excess to Sublessor upon receipt by Sublessee; provided, however, that any rental received by Sublessee during a period in which no rental is due to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from Sublesseesame.

Subleases. Sublessee may not (a) Tenant shall be entitled to enter into any sublease Subleases of the land Leased Premises with Landlord's consent, which consent shall not be unreasonably withheld if such Subleases are in conformity with Article 17 below. If Tenant requests such consent in writing, Landlord shall have thirty (30) days within which to withhold consent (or sixty (60) days in the event the Sublease relates to a leasable area --------- of 100,000 square feet or more), in which case Landlord shall provide written notice thereof to Tenant, and state with specificity (i) the Subleased Premises without Sublessor's prior reasons for such denial and (ii) the changes to any such Sublease which would be necessary in order for Landlord to grant such consent. In the event Landlord fails to deliver written approval. Any request for Sublessor's approval notice to Tenant withholding consent within such thirty (30) day (or where applicable, sixty (60) day) period, then Landlord shall be made deemed to have consented to such Sublease, and Tenant shall be entitled to enter into such Sublease. (b) Each Sublease shall explicitly provide that it is subject and subordinate to the provisions of this Lease. (c) With respect to each Sublease, Tenant agrees to provide Landlord with a written notice at least thirty (30) days prior to the commencement effective date of the Sublease (i) setting forth the name of such tenancy Subtenant and shall provide detailed information concerning the identity and financial condition of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease if (1) the use of the Subleased Premises associated demised premises by such Subtenant which shall be consistent with the Allowed Uses, (ii) certifying that the term of such Sublease will not exceed the Term of this Lease, (iii) setting forth with specificity the ways in which such Subtenant will comply with Article 17 and further the educational mission of the University, and (iv) providing reasonable financial information for such Sublessee. Following Landlord's receipt of such notice, Landlord agrees to the non-disturbance and attornment provisions set forth below with respect to any sublease(sSublease for more than 5000 square feet of the leasable area within the Improvements, which shall be automatic and self-operative without the necessity of any further agreement between Landlord and the applicable Subtenant. In the alternative, Landlord agrees to enter into an attornment agreement with all Subtenants subleasing more than 5000 square feet of the leasable area within the Improvements incorporating the following provisions: (1) Commencing on the date that Subtenant enters into a Sublease with Tenant and continuing thereafter for so long as Subtenant's Lease is permitted in full force and effect and Subtenant is not in default in payment of rent or in the performance of any other obligation required under Article 9Subtenant's Lease, Landlord agrees that, notwithstanding a termination of this Lease because of Tenant's default hereunder, Subtenant's rights and privileges under Subtenant's Sublease, or any extensions or renewals thereof provided for in Subtenant's Lease, shall not be diminished or interfered with by Landlord, and Subtenant's occupancy of its subleased premises shall not be disturbed by Landlord during the term of Subtenant's Sublease and any extensions or renewals thereof. (2) Upon the sublease(s) are consistent with the terms and conditions cancellation or termination, for any reason whatsoever, of this Sublease; providedLease, howeveror the surrender thereof, that Sublessee may rent whether voluntary, involuntary or by operation of law, prior to the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this expiration date of Subtenant's Sublease, including any extensions and renewals of Subtenant's Sublease provided for therein (4) in any event not to exceed the proposed sublessee is financially present termination date of this Lease), Landlord may, at its option and operationally responsible. In without the event execution of further instruments by Landlord or Subtenant, succeed to the rent for the land area interest of the Subleased Premises exceeds the rental charged to Sublessee Tenant under Article 4, Sublessee shall remit fifty percent (50%) of Subtenant's Sublease and upon such excess to Sublessor upon receipt election by Sublessee; provided, however, that any rental received by Sublessee during a period in which no rental is due to Sublessor Landlord Subtenant shall be paid in its entirety bound to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that Landlord under those subleases the tenants have the right to use some or all of the land area terms of Subtenant's Sublease for the balance of the Subleased Premises term thereof, including any extensions or renewals thereof provided for in connection Subtenant's Lease, with their use the same force and enjoyment of the building(s) they are subleasing from Sublessee.effect as if Subtenant's Lease was originally entered into directly by Landlord and Subtenant, and Subtenant hereby agrees to attorn to Landlord, as its landlord, such attornment to be effective and self-

Subleases. Sublessee may Except for Subleases to individual residential Subtenants made in the ordinary course of business, and except for non-residential subleases made in the ordinary course of business on a commercially reasonable standard form of lease approved in advance by the City (with commercially reasonable changes thereto), the approval of which form shall not enter into any sublease be unreasonably withheld, conditioned, or delayed, and for which the term does not extend beyond the term of this Lease (collectively, the "Allowed Subleases"), all Subleases shall be subject to the prior written approval and consent of the land area --------- City. Allowed Sublease and all other subleases approved by the City are referred to herein as “Approved Subleases”. The following additional provisions shall apply to all Allowed Subleases and other Subleases: (a) Tenant, and Tenant's successors and assigns, shall not permit the use, occupancy or operation of the Subleased Premises or any portion thereof by any Person, unless: (i) such use, occupancy or operation is under a written Sublease, and for a term which does not extend beyond the Term of this Lease; (ii) such Sublease is with a Subtenant on commercially reasonable terms and without Sublessor's prior written approval. Any request for Sublessor's approval any offsets other than those which are commercially reasonable; (iii) such Sublease includes provisions acknowledging that said Sublease shall be made at least thirty subject and subordinate to this Lease; (30iv) days such Sublease requires the proposed Subtenant to use the Premises only for the Permitted Uses herein defined; (v) such Sublease contains provisions requiring all alterations, additions, changes or improvements to the Premises to be performed in accordance with the requirements of this Lease relating to alterations, additions, changes or improvements, including without limitation, Tenant's Improvements; and (vi) such Sublease shall be otherwise in compliance with this Section 13.2. (b) All Subleases shall provide that: (i) the Subtenant agree in writing that the Subtenant will not breach, or cause Tenant to breach, any of the provisions of this Lease; (ii) any violation of any provision of this Lease, whether by act or omission by any Subtenant, shall be deemed a violation of such provision by Tenant, it being the intention and meaning of the Parties that Tenant shall assume and be liable to the City for any and all acts and omissions of any and all Subtenants with respect to this Lease, provided that this Lease shall not be terminated due to default of any Subtenant so long as such default does not constitute or result in an Event of Default under this Lease; (iii) each Sublease shall provide that in the event this Lease is terminated prior to the commencement expiration of such tenancy Sublease, then, subject to the provisions of any non-disturbance and attornment agreement executed by the subtenant and the City pursuant to Section 13.4, at the City's option, the Subtenant thereunder will either attorn to the City and waive any right the Subtenant may have to terminate the Sublease, or surrender possession thereunder as a result of the termination of this Lease, and the Sublease shall terminate simultaneously with the termination or expiration of this Lease; and (iv) each Sublease shall provide detailed information concerning the identity and financial condition of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease if (1) the use of the Subleased Premises associated with any sublease(s) is permitted under Article 9, (2) the sublease(s) are consistent with the terms and conditions of this Sublease; provided, however, that Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this Sublease, and (4) the proposed sublessee is financially and operationally responsible. In in the event the rent for Subtenant receives a written notice from the land area City stating that an Event of Default has occurred under this Lease, the Subtenant shall thereafter be obligated to pay all rentals accruing under such Sublease directly to the City or as the City may direct. (c) All Subleases and all of the Subleased Premises exceeds terms, covenants and provisions thereof and all rights, remedies and options of the rental charged Subtenants thereunder are and shall at all times continue to Sublessee under Article 4be fully subject and subordinate in all respects to this Lease as the same may be renewed, Sublessee amended, supplemented, extended or replaced. This provision shall remit fifty percent be self-operative and no further instrument shall be required to confirm or perfect such subordination. However, at the request of the City, Tenant shall request Subtenants not parties to Allowed Residential Subleases to execute and deliver such other documents and take such other action as the City reasonably requests to perfect, confirm or effectuate such subordination. If, for any reason, this Lease is terminated by summary proceedings or for any other reason whatsoever, the Subleases shall automatically terminate, except as may be provided in any Non-Disturbance Agreement between the City and a Subtenant. (50d) Notwithstanding anything to the contrary contained in this Lease, a Sublease of all or substantially all (more than 55%) of such excess to Sublessor upon receipt by Sublessee; provided, however, that any rental received by Sublessee during a period in which no rental is due to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings Premises (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all regardless of the land area term thereof) shall require the prior written consent of the Subleased Premises in connection with their use City . (e) Furthermore, to the extent required by applicable law, all subleases are subject to the review and enjoyment approval of the building(s) they are subleasing from SublesseeNPS.

Subleases. Sublessee (a) Except as otherwise provided herein, Tenant shall not have the right to sublease (which term, as used herein, shall include any type of subrental arrangement and any type of license to occupy) all or any part of the Premises without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Without limiting the other instances in which it may not enter into be unreasonable for Landlord to withhold its consent to a sublease, it shall not be unreasonable for Landlord to withhold its consent in any sublease one of the land area --------- following instances: (i) Tenant is in an Event of Default under this Lease; (ii) in the case of subletting of less than the entire Premises, if the subletting would require access be provided through space leased or held for lease to another tenant, or improvements be made outside of the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval shall be made at least thirty Premises; (30iii) days prior to the commencement of such tenancy and shall provide detailed information concerning sublease is prohibited by Landlord’s lender; (iv) Landlord determines, in its reasonable discretion, that the identity and financial condition character, reputation or business of the proposed sublessee subtenant would adversely affect the other tenants of the Building or would impair the reputation of the Building as a Class A office and retail building; (v) [intentionally omitted]; (vi) the terms and conditions financial history or credit rating of the proposed sublease. Sublessor shall not unreasonably withhold or delay subtenant is unacceptable to Landlord in its consent to such reasonable discretion; (vii) the proposed sublease if raises unrelated business taxable income concerns for the holder of the mortgage on the Building; (1viii) the use of the Subleased Premises associated by the proposed subtenant will violate any provisions or restrictions contained in this Lease, including but not limited to, any relating to the use or occupancy of the Premises; or (ix) the business to be conducted or the proposed use of the Premises by the proposed subtenant is likely to unreasonably increase Operating Expenses beyond that which Landlord incurs prior to such proposed subletting (or would have incurred if Tenant was fully utilizing the Premises) unless ▇▇▇▇▇▇ is willing to reimburse Landlord for such costs directly, or is likely to increase the burden on Building systems or equipment over the burden prior to such proposed subletting (or the burden they would have incurred if Tenant was fully utilizing the Premises) unless ▇▇▇▇▇▇ agrees to pay the costs of such increased burden on Building systems or equipment. Any attempted subletting by Tenant of any portion of the Premises without Landlord’s prior written consent shall constitute a default under this Lease. Furthermore, Tenant shall not have the right to sublease all or any portion of the Premises without first complying with the provisions of Section 7.3 below. (b) In the event of any sublease(ssublease, Tenant shall remain fully liable as a primary obligor and principal for Tenant’s obligations under this Lease, including, without limitation, the payment of all rent and other sums required hereunder. (a) Tenant shall give Landlord written notice of its desire to sublease all or a portion of the Premises (“Tenant’s Sublease Notice”). Tenant’s Sublease Notice shall specify the portion of the Premises proposed to be sublet (“Proposed Sublease Premises”) and the date on which the Proposed Sublease Premises will be made available for subleasing. Within ten (10) business days after receipt of the Tenant’s Sublease Notice, Landlord shall notify Tenant in writing whether or not Landlord will retake possession of all or any portion of the Proposed Sublease Premises and thereby terminate this Lease with respect to such portion Landlord elects to retake. Notwithstanding anything provided herein to the contrary, Landlord shall only have the right to retake possession of the Proposed Sublease Premises, or any portion thereof, if (i) Tenant subleases, or as a result of such sublease and all other subleases (excluding any sublease to a party that is permitted under Article 9an Affiliate, Affiliate of Tenant, or Parent of Tenant), eighty percent (80%) or more of the rentable area of the Premises, and (ii) the term of the Proposed Sublease Premises is for ninety-five percent (95%) of the remainder of the Lease Term. If Landlord elects to retake all or any portion of the Proposed Sublease Premises, then (i) Landlord shall retake possession of such portion on the date specified in the Tenant’s Sublease Notice or such other date mutually agreed upon by Landlord and Tenant, (2ii) the sublease(s) are consistent with the terms and conditions of this Sublease; provided, however, that Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor Tenant’s obligation to pay rent and to perform all other obligations to be performed by Sublessee under this Subleasefor such portion shall cease on such date, and (4iii) Landlord and Tenant shall promptly execute an amendment to this Lease setting forth the proposed sublessee is financially and operationally responsible. In the event the rent for the land area new square footage of the Subleased reduced Premises exceeds to be occupied by Tenant. Thereafter, Tenant shall not have any further rights of any kind, including any rights of renewal, in or to the rental charged portion of the Premises so retaken. If the Proposed Sublease Premises constitutes less than the entire Premises, Landlord shall cause to Sublessee be constructed and installed, at Landlord’s sole cost and expense, a demising wall separating the Proposed Sublease Premises from the remaining Premises in accordance with all applicable Legal Requirements. If Landlord does not elect to retake all or any portion of the Proposed Sublease Premises within the aforesaid ten (10) day period, Tenant shall comply with the provisions of Subsections (b) through (e) below with respect to any proposed sublease of such portion of the Premises. (b) Subject to the requirements of Section 7.2 hereof, Tenant shall have the right to sublease any portion of the Proposed Sublease Premises that Landlord has not elected to retake pursuant to Subsection 7.3 (a) above (“Eligible Sublease Premises”). (c) ▇▇▇▇▇▇’s right to sublease the Eligible Sublease Premises shall expire 180 days after the date of the Tenant’s Sublease Notice. Thereafter, Tenant shall have no right to sublease the Eligible Sublease Premises unless Tenant shall have again complied with the procedures set forth in this Section 7.3. (d) Provided Tenant is not subject to an Event of Default under Article 4this Lease, Sublessee Tenant shall remit be entitled to retain fifty percent (50%) of any Profit Derived From Subletting the Premises (hereinafter defined) or any part thereof. “Profit Derived From Subletting the Premises” shall mean any and all sums paid to Tenant pursuant to any sublease (other than the fair market value consideration for furniture and equipment) that exceed the base rent and additional rent due under this Lease for such excess portion of the Premises sublet (but shall not include any period of vacancy), less all reasonable out-of-pocket third-party costs and expenses actually incurred by Tenant in connection with such subletting, including, but not limited to, rental abatement, brokerage commissions, reasonable attorneys’ fees, improvements to Sublessor upon receipt by Sublessee; providedthe Premises and reasonable advertising expenses. For any period during which Tenant is subject to an Event of Default under this Lease, however, that any rental received by Sublessee during a period in which no rental is due to Sublessor Landlord shall be paid in its entirety entitled to Sublessorone hundred percent (100%) of the rent due from any subtenant of Tenant and Tenant shall provide written notice to each subtenant to pay said rent directly to Landlord. Sublessor acknowledges and agrees that the preceding sentence Upon not less than thirty (30) days prior written notice to Tenant, Landlord shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises inspect and audit Tenant’s books and records relating to any sublease and expenses incurred by Tenant in connection with their use and enjoyment therewith during normal business hours. Notwithstanding the foregoing, Tenant shall be entitled to retain one hundred percent (100%) of any Profit Derived From Subletting the building(s) they are subleasing from SublesseePremises or any part thereof to an Affiliate of Tenant or a Parent of Tenant pursuant to Section 7.4.

Subleases. Sublessee may (A) The Borrower represents that there is no existing Sublease. The Borrower shall not enter into or amend any sublease of Sublease without the land area --------- of the Subleased Premises without SublessorAgent's prior written approvalconsent, and shall furnish to the Agent, upon execution, a complete and fully executed copy of each Sublease. Any request The Borrower shall provide the Agent with a copy of each proposed Sublease requiring the consent of the Agent and with any information requested by the Agent regarding the proposed Tenant (as hereinafter defined) thereunder. The Agent may declare each Sublease to be prior or subordinate to this Mortgage, at the Agent's option. (B) The Borrower shall, at its cost and expense, perform each obligation to be performed by the landlord under each Sublease; not borrow against, pledge or further assign any rents or other payments due thereunder; not permit the prepayment of any rents or other payments due for Sublessor's approval shall be made at least more than thirty (30) days prior in advance; and not permit any Tenant to assign its Sublease or sublet the commencement Mortgaged Property covered by its Sublease, unless required to do so by the terms thereof and then only if such assignment does not work to relieve the Tenant of any liability for performance of its obligations thereunder. (C) If any Tenant shall default under its Sublease, the Borrower shall, in the ordinary course of business, exercise sound business judgment with respect to such tenancy and shall provide detailed information concerning default, but may discount, compromise, forgive or waive claims or discharge the identity and financial condition Tenant from its obligations under the Sublease or terminate or accept a surrender of the proposed sublessee Sublease. (D) If the Borrower fails to perform any obligations of landlord under any Sublease or if the Agent becomes aware of or is notified by any Tenant of a failure on the part of the Borrower to so perform, the Agent may, but shall not be obligated to, without waiving or releasing the Borrower from any obligation in this Agreement or any of the other Credit Documents, remedy such failure, and the terms and conditions Borrower agrees to repay upon demand all sums incurred by the Agent or the Lenders in remedying any such failure, together with interest thereon from the date incurred at the rate of interest set forth in Section 3.1 of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease if Credit Agreement. (1E) the use of the Subleased Premises associated with any sublease(s) is permitted under Article 9, (2) the sublease(s) are consistent with the terms and conditions For purposes of this Sublease; providedMortgage, however, that Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this Sublease, and (4) the proposed sublessee is financially and operationally responsible. In the event the rent for the land area of the Subleased Premises exceeds the rental charged to Sublessee under Article 4, Sublessee following terms shall remit fifty percent (50%) of such excess to Sublessor upon receipt by Sublessee; provided, however, that any rental received by Sublessee during a period in which no rental is due to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from Sublessee.following meanings:

Subleases. Sublessee CenterPoint may, at its sole cost and expense, enter into a Temporary Sublease at any time without the consent of CJF, provided that (i) the term of the Temporary Sublease does not extend beyond the Term, (ii) the Temporary Sublease includes language that provides that (a) the Temporary Subtenant shall have no right or claim against CJF for any matter or thing, (b) the Temporary Subtenant may not enter into use the applicable Premises or Rollover Space for any sublease purpose other than office, warehouse, distribution, assembly and light manufacturing, as and to the extent permitted under applicable zoning ordinances, and (c) the Temporary Subtenant shall procure prior to and shall maintain throughout the term of the land area --------- Temporary Sublease policies of hazard, liability, workmen’s compensation and other customary insurance, with commercially reasonable deductibles and limits, naming CenterPoint and CJF as additional insureds, (iii) a copy of the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval Temporary Sublease is delivered to CJF, within five (5) days after its execution (notwithstanding the foregoing, CenterPoint shall be made use reasonable efforts to provide CJF with a copy of the proposed sublease at least thirty five (305) days prior to the commencement of such tenancy its execution), and shall provide detailed information concerning the identity and financial condition of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease if (1iv) the use Temporary Sublease may be terminated by CenterPoint (on its own initiative or at the direction of CJF in the Subleased Premises associated with any sublease(sevent CJF notifies CenterPoint in writing that CJF has elected to enter into an Approved Lease for space that is subject to a Temporary Sublease) is permitted upon sixty (60) days advance written notice. No subletting shall relieve CenterPoint of its obligations hereunder. CenterPoint shall be entitled to the rent paid under Article 9, (2) the sublease(s) are consistent with the terms and conditions of this Sublease; provided, however, that Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this Temporary Sublease, and (4) the proposed sublessee is financially CenterPoint shall be solely liable for all subleasing brokerage commissions and operationally responsiblefees in connection with such Temporary Sublease. In the event that any Temporary Subtenant fails or refuses to vacate the rent for applicable Premises or Rollover Space when required by the land area Temporary Sublease, CenterPoint shall, at CJF’s election, commence and diligently pursue eviction proceedings to regain possession of the Subleased applicable Premises exceeds or Rollover Space, at no cost to CJF. At any time, CJF, by written notice to CenterPoint, may elect that the rental charged to Sublessee under Article 4Temporary Sublease shall be treated as an Approved Lease, Sublessee shall remit fifty percent (50%) of such excess to Sublessor upon receipt by Sublessee; provided, however, that any rental received by Sublessee during a period in which no rental is due event the provisions of Section 3.1 above shall apply. CenterPoint shall, and does hereby agree to Sublessor shall be paid in indemnify, defend and hold harmless, CJF, its entirety to Sublessor. Sublessor acknowledges partners, officers, directors, employees, agents, attorneys and agrees that their respective successors and assigns, harmless from and against any and all claims, demands, suits, obligations, payments, damages, losses, penalties, liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees) resulting or arising from the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to Temporary Subtenant’s use some or all and occupancy of the land area applicable Premises or Rollover Space. CenterPoint’s obligations under this Section 5.3 shall expressly survive the expiration or earlier termination of the Subleased Premises this Agreement (in connection with their use and enjoyment of the building(s) they are subleasing from Sublesseewhole or in part).

Subleases. Sublessee may not enter into any With respect to each and every sublease or subletting pursuant to the provisions of the land area --------- of the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval this Lease, it is further agreed as follows: (a) no subletting shall be made at least thirty for a term ending later than one (301) days day prior to the commencement Expiration Date of this Lease; (b) no sublease shall be valid, and no sublessee shall take possession of the Premises (or any portion thereof), until an executed counterpart of such tenancy sublease has been delivered to Landlord and approved by Landlord (where such approval is required), which approval shall not be unreasonably withheld or delayed; (c) each sublease shall provide detailed information concerning that it is subject and subordinate to this Lease and to the identity matters to which this Lease is or shall be subordinate, and financial condition that, in the event of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold termination, re‑entry or delay dispossess by Landlord under this Lease, Landlord may, at its consent to option, either terminate such sublease if (1) the use of the Subleased Premises associated with any sublease(s) is permitted under Article 9, (2) the sublease(s) are consistent with the terms and conditions of this Sublease; provided, however, that Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this Sublease, and (4) the proposed sublessee is financially and operationally responsible. In the event the rent for the land area of the Subleased Premises exceeds the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%) of such excess to Sublessor upon receipt by Sublessee; provided, however, that any rental received by Sublessee during a period in which no rental is due to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or take over all of the land area right, title and interest of Tenant, as sublessor, under such sublease, and such sublessee shall, at Landlord's option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not (i) be liable for any previous act or omission of Tenant under such sublease, (ii) be subject to any offset, not expressly provided in such sublease, which theretofore accrued to such subtenant against Tenant, or (iii) be bound by any previous modification of such sublease or by any previous prepayment of more than one month's rent; and (d) any modification, amendment or extension of a sublease previously consented to by Landlord (except for a termination of the Subleased Premises sublease, a decrease in connection with their use and enjoyment the length of the building(sterm thereof or a de minimis modification or amendment not altering any of the material financial terms of such sublease) they are subleasing from Sublesseeshall be subject to Landlord's approval, not to be unreasonably withheld or delayed.

Subleases. Sublessee may not Without the consent or approval of Purchaser, Seller will be entitled to enter into any sublease Subleases of all or part of the land area --------- premises under each Master Lease so long as each such Sublease complies with the leasing parameters set forth Schedule II attached hereto (the “Sublease Parameters”). Purchaser agrees to enter into a non-disturbance and attornment agreement, in the form to be attached as an exhibit to each Master Lease, for each such Sublease promptly upon request of Seller; provided, however, Purchaser has no obligation to execute or deliver same unless such agreement provides that Purchaser has no obligation thereunder unless and until the Earn Out Conditions with respect thereto Exhibit “H”- 3 have been satisfied. When a Sublease has satisfied the Earn Out Conditions, then the Sublease must be assigned by Seller to Purchaser, the premises of such Sublease will be automatically removed from the premises of the Subleased Premises without Sublessor's prior written approvalapplicable Sublease, and Seller will be released from liability under such Sublease. Any request for Sublessor's approval shall Seller will be made entitled to all rent and triple net expenses under a Sublease until it has been assigned to Purchaser. Once a Sublease is assigned to Purchaser, then Purchaser will be entitled to all rent and triple next expenses under such Sublease as a direct lease with Purchaser. The foregoing notwithstanding, Seller may enter into a Sublease that does not meet the Creditworthiness Standards (as defined in the Sublease Parameters) so long as it meets all of the other Sublease Parameters provided, however, that (a) any such Sublease will not be assigned to Purchaser and removed from the premises of such Master Lease unless and until Purchaser receives verification, reasonably satisfactory to Purchaser, that (i) a period of at least two years has expired since the later of the date (A) the rent commencement date for such Sublease has occurred (i.e., the date all free rent periods have expired) and (B) all other Earn Out Conditions for such Sublease have been satisfied, and (ii) the subtenant under any such Sublease is not in default under such Sublease at the time of assignment and has not at any time following the commencement date of the Sublease failed to pay any rent or other sums payable under the Sublease within thirty (30) days prior to the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition of the proposed sublessee and date same was due – it being understood that Seller has no right, directly or indirectly, to provide any payment, subsidy, default waiver or other assistance to any such subtenant so as to insure the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease if (1) the use of the Subleased Premises associated with any sublease(s) is permitted under Article 9, (2) the sublease(s) are consistent with the terms and conditions satisfaction of this Sublease; provided, however, that Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this Subleasecondition, and (4b) no such Sublease may be executed by Seller in the proposed sublessee is financially and operationally responsible. In the event the rent for the land area last two years of the Subleased Premises exceeds the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%) of such excess to Sublessor upon receipt by Sublessee; provided, however, that any rental received by Sublessee during a period in which no rental is due to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all term of the land area applicable Master Lease. Otherwise, any deviation of a Sublease from the Subleased Premises Sublease Parameters must be approved in connection with their use and enjoyment of the building(s) they are subleasing from Sublesseeadvance by Purchaser.

Subleases. Sublessee may not enter into any sublease Portions of One Paragon Centre are leased to CBRE, Inc. and Nicklies & Company (individually an “Existing Tenant” and, collectively, the “Existing Tenants”) pursuant to the Lease Agreements set forth on Exhibit E attached hereto and incorporated herein (individually a “Sublease” and, collectively, the “Subleases”). In furtherance of this Lease and Tenant’s lease of the land area --------- entire Building, Landlord shall assign its interest in the Subleases to Tenant, and Tenant shall then sublease such portions of the Subleased Premises without Sublessor's prior written approvalto the Existing Tenants pursuant to the Subleases. Any request Notwithstanding anything in this Lease to the contrary, Landlord and Tenant agree as follows with respect to the Subleases: (a) Contemporaneous with the execution hereof, Landlord and Tenant shall execute and deliver to each other a Lease Assignment and Assumption Agreement in the form attached hereto and incorporated herein as Exhibit F, pursuant to which Landlord shall assign all of its right, title and interest in and to the Sublease Agreements to Tenant, and Tenant shall assume, perform and discharge all obligations of the “landlord” under the Subleases. (b) Tenant shall hereafter perform, observe and discharge all obligations of the “landlord” under the Subleases as fully as if the Subleases were a direct sublease entered into by and between Tenant and the Existing Tenants. (c) The lobby, hallways and common restrooms on the first floor of One Paragon Centre shall remain “common areas” pursuant to the Subleases for Sublessor's approval shall be made the non-exclusive use and benefit of the Existing Tenants and their respective agents, employees, licensees and invitees so long as at least thirty (30) days prior to the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition one of the proposed sublessee Subleases is in effect. Tenant shall maintain, repair and, if necessary, replace such common areas in a first-class condition at its sole cost and expense. (d) Contemporaenous with the execution of this Lease, Landlord shall assign any and all security deposits currently being maintained by Landlord under the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold Subleases. (e) To the extent the Subleases are still in effect, then upon the expiration or delay its consent to such sublease if (1) the use of the Subleased Premises associated with any sublease(s) is permitted under Article 9, (2) the sublease(s) are consistent with the terms and conditions termination of this Sublease; providedLease, howeverTenant shall assign its entire right, that Sublessee may rent title and interest in the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable Subleases to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this Sublease, and (4) the proposed sublessee is financially and operationally responsible. In the event the rent for the land area of the Subleased Premises exceeds the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%) of such excess to Sublessor upon receipt by Sublessee; provided, however, that any rental received by Sublessee during a period in which no rental is due to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from SublesseeLandlord.

Subleases. Sublessee may not enter into any Tenant shall have the right to sublease up to ten percent (10%) of the land area --------- of the Subleased square footage of the Improvements and up to ten percent (10%) of the square footage of the Premises that is outside the footprint of the Hotel and Restaurant building envelope without Sublessor's Landlord’s prior written approval. Any request for Sublessor's approval shall be made at least thirty (30) days prior consent, but subject to the commencement of following conditions: A. Such sublease shall not be valid and such tenancy and sublessee shall provide detailed information concerning the identity and financial condition not take possession until an executed counterpart of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor sublease has been delivered to Landlord. B. Any subtenant shall not unreasonably withhold or delay its consent have agreed in writing to such sublease if (1) the use of the Subleased Premises associated comply with any sublease(s) is permitted under Article 9, (2) the sublease(s) are consistent with the all applicable terms and conditions of this Sublease; provided, however, Ground Lease with respect to the space or area that Sublessee may rent is the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor subject of the sublease. C. No subletting shall release Tenant of Tenant’s obligations under this Ground Lease or alter the liability of Tenant to pay the rent and to perform all other obligations to be performed by Sublessee under this Sublease, and (4) the proposed sublessee is financially and operationally responsibleTenant hereunder. In the event of default by subtenant in the rent for the land area performance of any of the Subleased Premises exceeds terms hereof, Landlord may proceed directly against Tenant without the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%) necessity of exhausting remedies against such excess to Sublessor upon receipt by Sublessee; provided, however, that any rental received by Sublessee during a period in subtenant. Any sublease which no rental is due to Sublessor together with all other then-existing subleases would exceed the percentage thresholds set forth above shall be paid in its entirety subject to SublessorLandlord’s prior written approval not to be unreasonably withheld, conditioned or delayed. Sublessor acknowledges Notwithstanding the foregoing, (i) any sublease of the Charter Yacht Facility, including any renewal or extension of the HornBlower Sublease, shall be subject to Landlord’s prior written approval not to be unreasonably withheld, conditioned or delayed, and agrees that (ii) Tenant shall not be permitted to sublease any Hotel rooms; provided that, the preceding sentence foregoing restriction shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all ordinary course operation of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from SublesseeHotel.

Subleases. Sublessee may not enter into (a) Promptly, but in any event within five (5) Business Days, following the execution and delivery of any sublease permitted by this Article XXIV, Lessee shall notify Lessor of the land area --------- execution of such sublease. As of the Subleased Premises Closing Date, Lessee shall lease the Property from Lessor, and any existing tenant respecting the Property shall automatically be deemed to be a subtenant of Lessee and not a tenant of Lessor. (b) Provided no Lease Default or Lease Event of Default has occurred and is continuing, Lessee may, without Sublessor's the prior written approvalconsent of any Financing Party or any other Person and subject to the other provisions of this Section 24.2, sublet the Property or a portion thereof to Parent or any Subsidiary of the Parent. Any request for Sublessor's approval Lessee may otherwise sublet the Property or portion thereof to any Person (other than to Parent or a Subsidiary of the Parent) only with the consent of Lessor and the Majority Lenders (such consent not to be unreasonably withheld or delayed). (c) No sublease (referenced in this Section 24.2 or otherwise) or other relinquishment of possession to the Property shall in any way discharge or diminish any obligation of any Credit Party to Lessor hereunder or under any of the other Operative Agreements and Lessee shall remain directly and primarily liable under this Lease as to the Property, or portion thereof, so sublet. (d) No sublease (referenced in this Section 24.2 or otherwise) shall extend beyond the Term of this Lease except with the consent of Lessor and the Majority Lenders (such consent not to be unreasonably withheld, conditioned or delayed) and each such sublease shall be made expressly subject and subordinate to this Lease. (e) No sublease hereunder, whether or not to an Affiliate of Lessee, shall subject any Financing Party to regulation by any Governmental Authority to which any Financing Party would not have been subject but for such sublease, nor shall any sublessee be subject to a proceeding under bankruptcy, insolvency or similar laws at least thirty (30) days prior to the commencement time of such tenancy and sublease, nor shall provide detailed information concerning the identity and financial condition of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease if (1) the use create a Lease Default or Lease Event of the Subleased Premises associated with any sublease(s) is permitted under Article 9, (2) the sublease(s) are consistent with the terms and conditions of this Sublease; provided, however, that Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this Sublease, and (4) the proposed sublessee is financially and operationally responsible. In the event the rent for the land area of the Subleased Premises exceeds the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%) of such excess to Sublessor upon receipt by Sublessee; provided, however, that any rental received by Sublessee during a period in which no rental is due to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from SublesseeDefault hereunder.

Subleases. Sublessee may not (a) For each Assumed and Subleased Real Estate Lease designated to be subleased pursuant to Section 2.1.5(b) or Non-365 Subleased Real Estate Lease designated to be subleased pursuant to Section 2.1.6(b), the relevant Seller, as sublandlord, and Purchaser or a Designated Purchaser, as subtenant, will enter into any a sublease of in the land area --------- of the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval shall be made form attached hereto as Exhibit N (each such sublease a “Sublease”) at least thirty (30) days Closing with a term to expire one Business Day prior to the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition scheduled expiration date of the proposed sublessee applicable Assumed and Subleased Real Estate Lease or Non-365 Subleased Real Estate Lease (subject to the provisions of Section 5.31) with respect to the portion of the applicable property to be used by the Purchaser or a Designated Purchaser for the Business. (b) The Sellers and the terms Purchaser will cooperate to determine how to segregate and conditions demise the subleased premises, including the size and configuration of space to be subleased to Purchaser or a Designated Purchaser (which shall, other than in the proposed sublease. Sublessor case of any Sublease relating to Lease A or Replacement Lease A (which shall not unreasonably withhold or delay its consent be determined in accordance with Exhibit 5.28(g)) and any Sublease relating to such sublease if Lease B (1) which shall be determined in accordance with Exhibit 2.1.5(b)(v)), be based upon the contemplated use of the demised premises and employee headcount reasonably agreed between Purchaser and Sellers on or prior to the Closing Date and shall also take into account the continued marketability and required contiguity of that portion of the premises to be subject to the related Sublease and the premises not to be subject to the related Sublease) and provide relevant information (subject to confidentiality limitations) on the subleased premises to the other provided that it is understood and agreed that all costs of such segregation and demising will be the sole responsibility of Purchaser and that Purchaser’s plans and specifications therefor will be subject to Sellers’ reasonable approval. (c) From and after the date hereof and subject in all cases to Section 5.28(d), Purchaser shall be permitted to contact and have reasonable access to any landlord under the Assumed and Subleased Premises associated Real Estate Leases or Non-365 Subleased Real Estate Leases for the purpose of (x) negotiating a direct lease between such landlord and Purchaser or Designated Purchaser for all or a portion of the space covered or reasonably anticipated to be covered by the relevant Sublease, (y) recognition and non-disturbance protections for the benefit of Purchaser, and/or (z) leasing other space in the building to which the Assumed and Subleased Real Estate Lease or Non-365 Subleased Real Estate Lease relates (it being agreed that the leasing or subleasing of such other space shall not relieve Purchaser or a Designated Purchaser of its obligations in respect of the relevant Sublease) and for no other purpose. Seller shall cooperate with Purchaser or Designated Purchaser and use commercially reasonable efforts, without incurring any sublease(sthird-party costs, to assist Purchaser or Designated Purchaser in connection with such negotiations. (d) Purchaser’s rights set forth in Section 5.28(c) shall be subject to applicable Law and the following conditions: (i) Seller and Purchaser or Designated Purchaser shall have reasonably agreed on a mutually acceptable strategy for negotiations with each landlord (including, without limitation, the ability of the Purchaser or a Designated Purchaser to enter into a direct lease for all or less than all of the space covered or reasonably anticipated to be covered by the relevant Sublease in lieu of a Sublease) and the Main Sellers shall be afforded the right to participate in all such communications with the landlord to the extent that they wish to do so, (ii) neither any Seller nor Purchaser nor Designated Purchaser shall have any obligation to agree to any increase in any of its obligations under the applicable Assumed and Subleased Real Estate Lease, Non-365 Subleased Real Estate Lease or Sublease in connection with such discussions with the landlords, (iii) such negotiations shall be immediately terminated if they are having an adverse impact on the landlord-tenant relationship between the Sellers and such landlord, as determined by the Sellers in their reasonable discretion, (iv) the Sellers shall have no obligations under or with respect to such direct lease negotiated by Purchaser or any Designated Purchaser, and (v) neither Purchaser nor any Designated Purchaser shall be permitted to enter into a direct lease without obtaining NNI’s prior written consent, which consent may be granted or withheld in the Seller’s sole discretion, unless: (A) there is no modification to the terms of the related Assumed and Subleased Real Estate Lease or Non-365 Subleased Real Estate Lease that is adverse to the Sellers in connection with the entry into such direct lease, (B) the Sellers shall not be obligated to pay any fees, penalties or other charges in connection with the entry into the direct lease by the Purchasers or the Designated Purchaser, (C) Sellers are fully and finally released from all obligations and liability to such landlord and any other parties with respect to the space subject to the direct lease, and (D) either (x) all, but not less than all, of the space covered or reasonably anticipated to be covered by the relevant Sublease is subject to such direct lease or (y) if such proposed direct lease covers less than all of the space covered or reasonably expected to be covered by the relevant Sublease then (A) the remainder of such space (taking into account the relevant loss factors and all common area cost allocation) is permitted under Article 9, expressly removed from the demised premises for all purposes covered by the relevant Assumed and Subleased Real Estate Lease or Non-365 Subleased Real Estate Lease and the rent and additional rent obligations of Seller is reduced accordingly and (2B) the sublease(sdemised premises which thereafter remain subject to a Seller’s Assumed and Subleased Real Estate Lease or Non-365 Subleased Real Estate Lease is not divided into two or more non-contiguous portions and is not less marketable than it was prior to Purchaser’s or Designated Purchaser’s entry into such direct lease. (e) are consistent After the Closing, the subtenant under each Sublease shall also be permitted to have contact with the landlord under the related Assumed and Subleased Real Estate Lease or Non-365 Subleased Real Estate Lease on routine facilities maintenance matters, and the applicable sublandlord will reasonably cooperate with such subtenant, at Purchaser’s expense, to enforce the obligations of such landlord under the applicable Assumed and Subleased Real Estate Lease or Non-365 Subleased Real Estate Lease. (f) With respect to the Sublease of property located at Belleville, Ontario, the Sellers agree that they will not exercise any options to extend the applicable Non-365 Subleased Real Estate Lease related thereto and the Purchaser or a Designated Purchaser will in its sole discretion be permitted to negotiate a direct lease with the landlord with respect to the time after the expiration of the term of the applicable Non-365 Subleased Real Estate Lease and Sellers shall have no obligations under or with respect to such direct lease. (g) Notwithstanding any provision of this Agreement to the contrary, Purchaser (on behalf of itself and any Designated Purchaser) and Sellers agree to be bound by and comply with the terms and conditions of this Sublease; provided, however, that Sublessee may rent set forth in Exhibit 5.28(g) with respect to the subleased area at rentals deemed appropriate by Sublessee, (3365 Real Estate Lease identified as “Lease A” in Section 2.1.5(b)(iii) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this Sublease, and (4) the proposed sublessee is financially and operationally responsible. In the event the rent for the land area of the Subleased Premises exceeds Sellers Disclosure Schedule and the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%) of “Replacement Lease A” identified in such excess to Sublessor upon receipt by Sublessee; provided, however, that any rental received by Sublessee during a period in which no rental is due to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from SublesseeExhibit 5.28(g).