Common use of Subleases Clause in Contracts

Subleases. 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 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 exercise of such option to the termination of such sublease, and in such case, Landlord shall not be (a) liable for any act, omission or default of Tenant under such sublease occurring prior to the 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 prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the 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 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 to be paid by the subtenant thereunder would be based, in whole or in part, on either (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 the Code, or any similar or successor provision thereto.

Subleases. Without limitation Sublessee may not enter into any sublease of the prohibitions set forth in Section 10.1 hereof, each sublease land area of any portion of a Facility the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval shall be subject and subordinate made at least thirty (30) days prior to the provisions commencement of this Lease such tenancy and shall provide that Landlord, at its option detailed information concerning the identity 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 financial condition of the exercise proposed sublessee and the terms and conditions of such option to the termination of such proposed sublease, and in such case, Landlord . Sublessor shall not be (a) liable for any act, omission unreasonably withhold or default of Tenant under such sublease occurring prior to the 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 prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant delay its consent to such sublease unless such security deposit or if. (1) the use of the Subleased Premises associated-with any subleases) is permitted under Article 9, (2) the subleases) 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 collateral has actually been delivered obligations to Landlordbe 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 5ublessor upon receipt by Sublessee; provided, however, that Landlord 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 require such attornment with respect apply to any sublease, then such sublease shall automatically terminate upon subleases pursuant to which Sublessee is leasing one or ▇▇▇▇ buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the expiration fact that under those subleases the tenants have the right to use some or earlier termination of this Lease with respect to the 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 all of the 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 to be paid by the subtenant thereunder would be based, in whole or in part, on either (i) the income or profits derived by the business activities land area of the subtenant, or (ii) any other formula such that any portion Subleased Premises in connection with their use and enjoyment of the sublease rental, if received by Landlord, would fail to qualify as “rents buildings) they are subleasing from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision theretoSublessee.

Subleases. 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 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 exercise of such option to the termination of such sublease, and in such case, Landlord shall not be (a) liable for any actFor each Subleased Real Estate Lease designated to be subleased pursuant to Section 2.1.6(b), omission the relevant Seller, as sublandlord, and the Purchaser or default of Tenant under a Designated Purchaser, as subtenant, will enter into a sublease in the form attached hereto as Exhibit K (each such sublease occurring a “Sublease”) at Closing with a term to expire, on the one (1) year anniversary of the Closing Date, with respect to the portion of the applicable property to be used by the Purchaser or a Designated Purchaser for 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 based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior to the attornmentClosing 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 that portion of the premises to be subject to the related Sublease and the premises not to be subject to the related Sublease and which shall not, in any instance, take into account any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information (bsubject to confidentiality limitations) liable foron the subleased premises to the other; provided, or that 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 toto the Sellers’ reasonable approval. Prior to Closing, the Sellers will not engage in any offset, abatement or reduction segregation and demising activities to be undertaken (x) in order to maintain the marketability of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring the applicable premises prior to Closing or (y) in order to move any Owned Equipment from the attornment, applicable premises. (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 The relevant Sellers shall have been approved in writing by Landlord or, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlordprovide, or cause a third party services provider (deach, including any of its subcontractors, a “Service Provider”) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment provide, with respect to any space subject to a sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the subleased Facility, including any earlier termination by mutual consent of Landlord Purchaser or its Affiliate services which are substantially the same in scope as the services which have been normally and Tenantcustomarily provided to the applicable space prior to Closing. No sublease made as permitted by this Section 10 shall affect or reduce any In the consideration of the obligations provision of Tenant hereundersuch services by the respective Seller or Service Provider, and all such obligations the Purchaser 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 pay to the contrary notwithstanding, Tenant shall not sublet any Facility on any basis that Sellers a monthly fee at each Site (as described in a schedule to the rental to be paid by the subtenant thereunder would be based, in whole or in part, on either (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 the Code, or any similar or successor provision theretorelevant sublease).

Subleases. Without limitation (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 prohibitions set forth in Section 10.1 hereof, each sublease of any portion of a Facility shall be subject and subordinate to the 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 NY Landlord, in which event form and substance reasonably acceptable to CCIA and CLNC (the “NY Landlord Consent”) to enter into an agreement for the sublease of certain premises under the NY Office Lease to CLNC Advisors; provided, that neither Party nor their respective Affiliates shall undertake the obligations of Tenant, as sublessor under such sublease from the time of the exercise of such option be required to pay any fees to the termination of 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 or prior to the Closing and the CCIA and CLNC have negotiated to completion the NY Office Sublease at or prior to 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 case, Landlord use CLNC shall not be pay to the NY Tenant rent in the amount of (a) liable for any act, omission or default of Tenant under such sublease occurring prior to the attornment, Forty-One Thousand Seventeen Dollars ($41,017) per month plus (b) liable for, or subject to, any offset, abatement or reduction of rent or other consideration under such sublease because 14.9% of any default Additional Rent, each as defined in the NY Office Lease, payable under the NY Office Lease for such applicable amount of Tenant under such sublease occurring time, in each case prorated for the calendar days in any partial month prior to receipt of the attornment, (c) bound NY Landlord consent. CLNC acknowledges receipt of a copy of the NY Office Lease and agrees that it will abide by any previous modification or amendment to any such sublease or any previous prepayment all of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by Landlord or, the use obligations of the NY Tenant in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this NY Office Lease with respect to the subleased Facilityuse of the Temporary Premises, including any earlier termination by mutual consent without limitation the provisions of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect or reduce any 12.10 of the obligations of Tenant hereunderNY Office Lease governing “Desk Space Users”, and all such obligations shall continue in full force not cause any condition which will cause a default by the NY Tenant under the Master Lease. (c) If the NY Landlord Consent is obtained following the Closing and effect as if no sublease had been made. No sublease by the End Date, (1) CCIA and CLNC Advisors shall impose any additional obligations on Landlord under this Lease. Anything contained in this Lease deliver, or cause to be delivered, the NY Office Sublease to the contrary notwithstanding, Tenant shall not sublet any Facility on any basis that other party thereto within two (2) Business Days of the rental later to be paid by the subtenant thereunder would be based, in whole or in part, on either occur of (i) the income or profits derived by date that CCIA and CLNC have negotiated to completion the business activities of the subtenant, or NY Office Sublease and (ii) any other formula such that any portion the date of receipt of the sublease rentalNY Landlord Consent, if received by Landlord, would fail to qualify as “rents from real property” within (2) on the meaning date of Section 856(d) delivery of the CodeNY Office Sublease, CLNC shall pay, or cause to be paid, (i) the NY Office Sublease Amount in respect of the leasehold interest underlying the NY Office Sublease and (ii) $60,884 in respect of the 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, that neither Party nor their respective Affiliates shall be required to pay any similar fees to the LA Landlord or successor provision agree to any concessions to the LA Landlord in order to obtain the LA Landlord Consent, and (2) negotiate and enter into a sublease for the LA Office Lease on terms consistent in all material respects with the term sheet attached hereto as Exhibit E-2 (the “LA Office Sublease Term Sheet” and such sublease, the “LA Office Sublease”). If the LA Landlord Consent is obtained at or prior to the Closing, then at the Closing, CCIA and CLNC Advisors shall deliver, or cause to be delivered, the LA Office Sublease to the other party thereto. If the LA Landlord Consent is not obtained at or prior to the Closing, then until the End Date, CCIA and CLNC shall, and shall cause their respective controlled Affiliates to, use commercially reasonable efforts to obtain the LA Landlord Consent. If the LA Landlord consent has not been obtained at or prior to the Closing, all CLNC personnel will vacate the premises at or promptly following the Closing until the LA Landlord Consent has been obtained and the LA Office Sublease has been executed.

Subleases. Without limitation Sublessee may not enter into any sublease of the prohibitions set forth in Section 10.1 hereof, each sublease land area --------- of any portion of a Facility the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval shall be subject and subordinate made at least thirty (30) days prior to the provisions commencement of this Lease such tenancy and shall provide that Landlord, at its option detailed information concerning the identity 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 financial condition of the exercise proposed sublessee and the terms and conditions of such option to the termination of such proposed sublease, and in such case, Landlord . Sublessor shall not be (a) liable for any act, omission unreasonably withhold or default of Tenant under such sublease occurring prior to the 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 prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant delay its consent to such sublease unless such security deposit or 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 collateral has actually been delivered obligations to Landlordbe 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 Landlord 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 require such attornment with respect apply to any sublease, then such sublease shall automatically terminate upon subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the expiration fact that under those subleases the tenants have the right to use some or earlier termination of this Lease with respect to the 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 all of the 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 to be paid by the subtenant thereunder would be based, in whole or in part, on either (i) the income or profits derived by the business activities land area of the subtenant, or (ii) any other formula such that any portion Subleased Premises in connection with their use and enjoyment of the sublease rental, if received by Landlord, would fail to qualify as “rents building(s) they are subleasing from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision theretoSublessee.

Subleases. Without limitation (a) At any time during the Term, Tenant may sublease all or portion of the prohibitions set forth in Section 10.1 hereofPremises or any improvements thereon to subtenants ("Subtenants"), each provided that until Substantial Completion of the Project, Tenant may not sublease all or substantially all of any portion of the Premises to a Facility shall be subject and subordinate single Person or to the provisions of this Lease and shall provide Persons 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 are Affiliates. (b) Landlord shall undertake the obligations of enter into a non-disturbance agreement with any Subtenant upon request by such Subtenant or Tenant. The non-disturbance agreement will provide that, as sublessor under such sublease from the time of the exercise of such option to notwithstanding the termination of such subleasethis Lease, the Subtenant sublease ("Sublease") will continue for the duration of its term and in such caseany extensions thereof as a direct lease between Landlord and the Subtenant; provided, however, the non-disturbance agreement will be conditioned on the following: (i) Landlord shall will not be (a) liable to any Subtenant for any act, omission or default of Tenant under such sublease occurring prior to security deposits (unless the 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 prepayment, such prepayment of rent security deposit has actually been delivered to Landlord) under its Sublease, or nor will Landlord be bound by any rental which is paid more than thirty (d30) days in advance of the due date under the terms of the Sublease; (ii) the Subtenant shall not 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 security deposit act or other collateral deposited 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 in the event Landlord fails to perform any obligation of Tenant that remains unperformed as of the 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 Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment concurrently with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the 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 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 to be paid by the subtenant thereunder would be based, in whole or in part, on either (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 the Code, or any similar or successor provision theretorequest for a non-disturbance agreement.

Subleases. Without limitation In the event that Lessee seeks to sublease the Aircraft pursuant to a Permitted Sublease whereby Lessee does not retain possession and operational control of the prohibitions set forth Aircraft at all times, in Section 10.1 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 Aircraft, and Lessor's rights to the proceeds hereof, each sublease 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 portion of a Facility Permitted Sublease shall be be, and shall expressly provide that it is, subject and subordinate to all of the terms of this Lease, including, without limitation, Lessor's right 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 this Lease 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. Lessee shall advise Lessor in writing of its request for consent to sublease the Aircraft at least ninety (90) days prior to the proposed commencement date, and shall provide that Landlord, at its option Lessor with copies of the various documents and without agreements proposed to be executed and delivered between it and 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 TenantSublessee, as sublessor under such sublease from soon as practicable Lessor shall review the time of the exercise of such option to the termination of such sublease, and in such case, Landlord shall not be (a) liable for any act, omission or default of Tenant under such sublease occurring prior to the 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 prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the 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 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 to be paid by the subtenant thereunder would be based, in whole or in part, on either (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 the Code, or any similar or successor provision thereto.same with

Subleases. Without limitation the consent or approval of Purchaser, Seller will be entitled to enter into Subleases of all or part of the prohibitions 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 Section 10.1 hereofthe form to be attached as an exhibit to each Master Lease, for each sublease such Sublease promptly upon request of any portion of a Facility shall be subject and subordinate to the provisions of this Lease and shall provide that LandlordSeller; provided, at its option and without any however, Purchaser has no obligation to do soexecute 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, may require any sublessee tothen the Sublease must be assigned by Seller to Purchaser, at the request premises of such Sublease will be automatically removed from the premises of the applicable Sublease, and option of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor Seller will be released from liability under such sublease Sublease. Seller will be 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 exercise commencement date of the Sublease failed to pay any rent or other sums payable under the Sublease within thirty (30) days of the 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 option subtenant so as to insure the termination satisfaction of such subleasethis condition, and in such case, Landlord shall not be (a) liable for any act, omission or default of Tenant under such sublease occurring prior to the attornment, (b) liable for, or subject tono such Sublease may be executed by Seller in the last two years of the term of the applicable Master Lease. Otherwise, any offset, abatement or reduction deviation of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior to a Sublease from 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 Sublease Parameters must be approved in writing advance by Landlord or, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the 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 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 to be paid by the subtenant thereunder would be based, in whole or in part, on either (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 the Code, or any similar or successor provision theretoPurchaser.

Subleases. Without limitation (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 prohibitions set forth in Section 10.1 hereofexecution of such sublease. As of the date of this Lease, each sublease 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 the prior written consent 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. Lessee may otherwise sublet the Property or portion thereof to any Person (other than to a Facility 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 expressly subject and subordinate to the provisions this Lease. (e) No sublease hereunder, whether or not to an Affiliate of this Lease and Lessee, shall provide that Landlordsubject any Financing Party to regulation by any Governmental Authority to which any Financing Party would not have been subject but for such sublease, at its option and without any obligation to do so, may require nor shall any sublessee tobe subject to a proceeding under bankruptcy, insolvency or similar laws 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 exercise of such option to the termination of such sublease, and in such case, Landlord nor shall not be (a) liable for any act, omission or default of Tenant under such sublease occurring prior to the attornment, (b) liable for, create a Lease Default or subject to, any offset, abatement or reduction Lease Event 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 prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the 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 obligations of Tenant Default 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 to be paid by the subtenant thereunder would be based, in whole or in part, on either (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 the Code, or any similar or successor provision thereto.

Subleases. Without limitation 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 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 prohibitions set forth Reduction Commencement Date, Tenant is holding $124,405.35 in Section 10.1 hereofsubtenant security deposits. Tenant represents and warrants that as of the Reduction Commencement Date, each sublease 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 to the Reduction Commencement Date, a schedule which identifies the Receivables. 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 a Facility shall be subject and subordinate the aforesaid Receivables relating to the provisions period 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 exercise of such option prior to the termination of such sublease, and in such case, Landlord shall not be Reduction Commencement Date as a result of: (a) liable for the insolvency of any act, omission subtenant; or default of Tenant under such sublease occurring prior to the attornment, (b) liable for, or subject to, the exercise by any offset, abatement or reduction subtenant of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior a legally valid defense to the attornmentpayment thereof. To the extent that operating expenses, (c) bound 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 such operating expenses based upon the proration of such expenses and receipts to the Reduction Commencement Date, and a cash adjustment shall be made 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 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 amount owed Tenant shall have been approved in writing by Landlord or, be paid in the case 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 prepayment, such prepayment services until the earlier of rent has actually been delivered (a) Landlord’s written notice to Landlordcease providing the services, or (db) liable 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 written notice to the subtenants, with a copy to the Landlord, to terminate any security deposit of the services provided by Tenant to subtenants under the terms of any sublease or other collateral deposited or delivered agreement. Tenant shall also have the right to Tenant pursuant pursue collection of any past due charges directly from the subtenants. Landlord agrees to such sublease unless such security deposit or other collateral has actually been delivered use commercially reasonable efforts to Landlordcollect the past due utility charges owed by PointServe. In the event that Landlord shall not require such attornment with respect to can collect any subleaseamount owed by PointServe, then such sublease Landlord agrees to pay to Tenant, the amount collected less any reasonable and actual out of pocket costs incurred therewith. In no event shall automatically terminate upon Landlord be required to commence litigation to collect the expiration or earlier termination of this Lease with respect to the 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 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 to be paid by the subtenant thereunder would be based, in whole or in part, on either (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 the Code, or any similar or successor provision theretopast due utility costs.

Subleases. Without limitation (A) The Borrower represents that there is no existing Sublease. The Borrower shall not enter into or amend any Sublease without the Agent's prior written consent, and shall furnish to the Agent, upon execution, a complete and fully executed copy of each Sublease. The Borrower shall provide the Agent with a copy of each proposed Sublease requiring the consent of the prohibitions 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 more than thirty (30) days in advance; and not permit any Tenant to assign its Sublease or sublet the 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 default, but may discount, compromise, forgive or waive claims or discharge the Tenant from its obligations under the Sublease or terminate or accept a surrender of the 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 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 10.1 hereof, each sublease 3.1 of any portion of a Facility shall be subject and subordinate to the provisions Credit Agreement. (E) For purposes of this Lease and shall provide that LandlordMortgage, 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 exercise of such option to the termination of such sublease, and in such case, Landlord shall not be (a) liable for any act, omission or default of Tenant under such sublease occurring prior to the 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 following terms shall have been approved in writing by Landlord or, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the 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 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 to be paid by the subtenant thereunder would be based, in whole or in part, on either (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 the Code, or any similar or successor provision thereto.following meanings:

Subleases. 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 provisions of this Lease and shall provide that LandlordCenterPoint may, at its option sole cost and expense, enter into a Temporary Sublease at any time without any obligation to do sothe consent of CJF, may require any sublessee to, at provided that (i) 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 term of the exercise of such option to Temporary Sublease does not extend beyond the termination of such subleaseTerm, and in such case, Landlord shall not be (ii) the Temporary Sublease includes language that provides that (a) liable the Temporary Subtenant shall have no right or claim against CJF for any act, omission matter or default of Tenant under such sublease occurring prior to the attornmentthing, (b) liable forthe Temporary Subtenant may not use the applicable Premises or Rollover Space for any purpose other than office, or subject towarehouse, any offsetdistribution, abatement or reduction of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior assembly and light manufacturing, as and to the attornmentextent permitted under applicable zoning ordinances, and (c) bound the Temporary Subtenant shall procure prior to and shall maintain throughout the term of the 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 Temporary Sublease is delivered to CJF, within five (5) days after its execution (notwithstanding the foregoing, CenterPoint shall use reasonable efforts to provide CJF with a copy of the proposed sublease at least five (5) days prior to its execution), and (iv) the Temporary Sublease may be terminated by any previous modification CenterPoint (on its own initiative or amendment to any such sublease or any previous prepayment at the direction of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved CJF in the event CJF notifies CenterPoint in writing by Landlord orthat CJF has elected to enter into an Approved Lease for space that is subject to a Temporary Sublease) 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 the Temporary Sublease, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) and CenterPoint shall be solely liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to all subleasing brokerage commissions and fees in connection with such sublease unless such security deposit or other collateral has actually been delivered to LandlordTemporary Sublease. In the event that Landlord any Temporary Subtenant fails or refuses to vacate the applicable Premises or Rollover Space when required by the Temporary Sublease, CenterPoint shall, at CJF’s election, commence and diligently pursue eviction proceedings to regain possession of the applicable Premises or Rollover Space, at no cost to CJF. At any time, CJF, by written notice to CenterPoint, may elect that the Temporary Sublease shall be treated as an Approved Lease, in which event the provisions of Section 3.1 above shall apply. CenterPoint shall, and does hereby agree to indemnify, defend and hold harmless, CJF, its partners, officers, directors, employees, agents, attorneys and 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 require such attornment with respect to any subleaselimited to, then such sublease reasonable attorneys’ fees) resulting or arising from the Temporary Subtenant’s use and occupancy of the applicable Premises or Rollover Space. CenterPoint’s obligations under this Section 5.3 shall automatically terminate upon expressly survive the expiration or earlier termination of this Lease with respect to the 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 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 to be paid by the subtenant thereunder would be based, Agreement (in whole or in part, on either (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 the Code, or any similar or successor provision thereto).

Subleases. Without limitation Portions of One Paragon Centre are leased to CBRE, Inc. and Nicklies & Company (individually an “Existing Tenant” and, collectively, the prohibitions “Existing Tenants”) pursuant to the Lease Agreements set forth in Section 10.1 hereofon Exhibit E attached hereto and incorporated herein (individually a “Sublease” and, each sublease of any portion of a Facility shall be subject and subordinate to collectively, the provisions “Subleases”). In furtherance 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 ’s lease of the exercise of such option to the termination of such sublease, and in such caseentire Building, Landlord shall not be (a) liable for any actassign its interest in the Subleases to Tenant, omission or default and Tenant shall then sublease such portions of Tenant under such sublease occurring prior the Premises to the 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 Existing Tenants pursuant 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 prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to LandlordSubleases. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the 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 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 Notwithstanding anything in this Lease to the contrary notwithstandingcontrary, 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 the non-exclusive use and benefit of the Existing Tenants and their respective agents, employees, licensees and invitees so long as at least one of the 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 Subleases. (e) To the extent the Subleases are still in effect, then upon the expiration or termination of this Lease, Tenant shall not sublet any Facility on any basis that assign its entire right, title and interest in the rental Subleases to be paid by the subtenant thereunder would be based, in whole or in part, on either (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 the Code, or any similar or successor provision thereto.

Subleases. Without limitation Notwithstanding anything to the contrary in this Lease, Tenant shall have the right to sublet or license portions of the prohibitions 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 space in question by the Subtenant on market terms and pursuant to a space lease or ground lease containing provisions deemed desirable by Tenant in its sole but reasonable discretion exercising Tenant’s prudent business judgment (and in any case consistent with Class A institutionally owned and managed properties in the market), in each case without the prior consent of Landlord, provided, however, any Sublease which extends (or includes renewal options or other rights that affect any part of an Individual Property) beyond the date which is five (5) years after the Expiration Date of this Lease (which for avoidance of doubt is the date set forth in Section 10.1 hereof1.1 of this Lease) shall require Landlord’s prior consent, each sublease of any portion of a Facility not to be unreasonably withheld, conditioned or delayed (and which consent shall be subject and subordinate deemed given if Landlord fails to the 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 exercise of such option to the termination of such sublease, and in such case, Landlord shall not be (a) liable for any act, omission or default of Tenant under such sublease occurring prior to the 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 prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant reasonable objections to such sublease unless such security deposit or other collateral has actually been delivered to LandlordSublease within five (5) Business Days after written request for consent). In the event Landlord agrees that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier a termination of this Lease with respect to the subleased FacilityLease, including any earlier termination by mutual consent of Landlord and Tenant. No sublease made as each such Sublease permitted by this Section 10 shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations 23.4 shall continue in full force and effect as if no sublease had been madea direct lease between Landlord and such Subtenant. No sublease shall impose A Sublease of all or substantially all of a Building on a Premises (other than as a result of an expansion by any additional obligations on Landlord under sublessee of space as of the date of this Lease. Anything contained in this Lease to ) for all or substantially all of the contrary notwithstanding, Tenant shall not sublet any Facility on any basis that remaining Term other than for actual occupancy of the rental to be paid applicable Individual Property by the subtenant Subtenant thereunder would shall be baseddeemed a Transfer by Tenant of this Lease, in whole or in part, on either (i) the income or profits derived by the business activities and as such shall be subject to all of the subtenantapplicable provisions of this Article 23. For the avoidance of doubt, or (ii) any other formula such Landlord agrees that any portion all of the sublease rental, if received by Landlord, would fail to qualify Subleases at the Property Portfolio in effect as “rents from real property” within the meaning of Section 856(d) of the Codedate hereof, or any similar or successor provision 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 permitted hereunder and that Landlord’s rights as ground lessor are expressly subject thereto.

Subleases. Without limitation (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 a sublease in the form attached hereto as Exhibit N (each such sublease a “Sublease”) at Closing with a term to expire one Business Day prior to the scheduled expiration date of the prohibitions 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 Purchaser will cooperate to determine how to segregate and 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 case of any Sublease relating to Lease A or Replacement Lease A (which shall be determined in accordance with Exhibit 5.28(g)) and any Sublease relating to Lease B (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 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 third-party costs, to assist Purchaser or Designated Purchaser in connection with such negotiations. (d) Purchaser’s rights set forth in Section 10.1 hereof, each sublease of any portion of a Facility 5.28(c) shall be subject to applicable Law and subordinate 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 provisions of this Lease and extent that they wish to do so, (ii) neither any Seller nor Purchaser nor Designated Purchaser shall provide that Landlord, at its option and without have any obligation to do soagree to any increase in any of its obligations under the applicable Assumed and Subleased Real Estate Lease, may require any sublessee to, at Non-365 Subleased Real Estate Lease or Sublease in connection with such discussions with the request landlords, (iii) such negotiations shall be immediately terminated if they are having an adverse impact on the landlord-tenant relationship between the Sellers and option of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations of Tenantsuch landlord, as sublessor determined by the Sellers in their reasonable discretion, (iv) the Sellers shall have no obligations under or with respect to such sublease from 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 time Seller’s sole discretion, unless: (A) there is no modification to the terms of the exercise of such option related Assumed and Subleased Real Estate Lease or Non-365 Subleased Real Estate Lease that is adverse to the termination of Sellers in connection with the entry into such sublease, and in such case, Landlord direct lease, (B) the Sellers shall not be (a) liable for obligated to pay any actfees, omission or default of Tenant under such sublease occurring prior to the attornment, (b) liable for, or subject to, any offset, abatement or reduction of rent penalties or other consideration under such sublease because of any default of Tenant under such sublease occurring prior to charges in connection with the attornment, entry into the direct lease by the Purchasers or the Designated Purchaser, (cC) 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 prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant Sellers are fully and finally released from all obligations and liability to such sublease unless such security deposit or landlord and any other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease parties with respect to the subleased Facilityspace subject to the direct lease, including any earlier termination and (D) either (x) all, but not less than all, of the space covered or reasonably anticipated to be covered by mutual consent the relevant Sublease is subject to such direct lease or (y) if such proposed direct lease covers less than all of Landlord 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 Tenant. No sublease made as all common area cost allocation) is 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 (B) the demised 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) After the Closing, the subtenant under each Sublease shall also be permitted by this Section 10 shall affect to have contact with the landlord under the related Assumed and Subleased Real Estate Lease or reduce any of 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 Tenant hereunder, such landlord under the applicable Assumed 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 Subleased Real Estate Lease or Non-365 Subleased Real Estate Lease. Anything contained in this Lease . (f) With respect to the contrary notwithstandingSublease of property located at Belleville, Tenant 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 not sublet have no obligations under or with respect to such direct lease. (g) Notwithstanding any Facility provision of this Agreement to the contrary, Purchaser (on behalf of itself and any basis that the rental Designated Purchaser) and Sellers agree to be paid bound by and comply with the subtenant thereunder would be based, terms set forth in whole or in part, on either (iExhibit 5.28(g) with respect to 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 365 Real Estate Lease identified as “rents from real propertyLease A” within the meaning of in Section 856(d2.1.5(b)(iii) of the Code, or any similar or successor provision theretoSellers Disclosure Schedule and the “Replacement Lease A” identified in such Exhibit 5.28(g).

Subleases. Without limitation the consent or approval of Purchaser, Seller will be entitled to enter into Subleases of all or part of the prohibitions premises under each Master Lease so long as each such Sublease complies with the leasing parameters set forth in Section 10.1 hereof, each sublease of any portion of Schedule II attached hereto (the “Sublease Parameters”). Purchaser agrees to enter into a Facility shall be subject non-disturbance and subordinate to the 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 Landlordattornment agreement, in which event Landlord shall undertake the obligations form to be attached as an exhibit to each Master Lease, for each such Sublease promptly upon request of TenantSeller; provided, as sublessor 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 applicable Sublease, and Seller will be released from liability under such sublease Sublease. Seller will be 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 exercise commencement date of the Sublease failed to pay any rent or other sums payable under the Sublease within thirty (30) days of the 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 option subtenant so as to insure the termination satisfaction of such subleasethis condition, and in such case, Landlord shall not be (a) liable for any act, omission or default of Tenant under such sublease occurring prior to the attornment, (b) liable for, or subject tono such Sublease may be executed by Seller in the last two years of the term of the applicable Master Lease. Otherwise, any offset, abatement or reduction deviation of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior to a Sublease from 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 Sublease Parameters must be approved in writing advance by Landlord or, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the 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 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 to be paid by the subtenant thereunder would be based, in whole or in part, on either (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 the Code, or any similar or successor provision theretoPurchaser.

Subleases. Without limitation (a) On or prior to the Closing, each of TRH and AIG shall execute and deliver each of the prohibitions “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 separately, and (ii) to obtain the consent of any Landlord, including any costs or expenses that may be charged in accordance with the terms of the Master Lease or that are otherwise reasonably requested by any Landlord, and (iii) to dispute the refusal by any Landlord under any Master Lease to provide its consent to 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 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 consent necessary to effectuate any Sublease on or prior to the Consent Deadline that is applicable to such Sublease (each such Sublease a “Rejected Sublease”), then solely with respect to such Rejected Sublease, (i) the Rejected 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) TRH shall, or shall cause its relevant Affiliate(s) to, vacate the Rejected Subleased Premises in accordance with the requirements set forth in Section 10.1 hereof, each sublease of any portion of a Facility shall be subject and subordinate to the provisions of this Affected Master 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, otherwise in which event Landlord shall undertake the obligations of Tenant, as sublessor under such sublease from the time of the exercise of such option to the termination of such sublease, and in such case, Landlord shall not be (a) liable for any act, omission an orderly manner on or default of Tenant under such sublease occurring prior to the attornmentExit Date that is applicable to the Rejected Sublease and shall do so at TRH’s sole cost and expense, and (biii) liable forTRH or the relevant TRH Affiliate(s) shall, no later than the date on which TRH vacates all of the 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 AIG shall have no obligation to extend the applicable 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 subject determined not to provide its consent to, any offset, abatement Sublease or reduction of rent or other consideration under such sublease because of to extend to any default of Tenant under such sublease occurring prior to the attornment, applicable Exit Date. (c) bound by any previous modification or amendment to any such sublease or any previous prepayment For purposes of more than one month’s rentthis Section 3.23, unless such modification, amendment or prepayment the following terms shall have been approved in writing by Landlord orthe following meanings. “Affected Master Lease” shall mean, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment with respect to any subleaseRejected Sublease, then the Master Lease relating to such sublease Rejected Sublease. “Consent Deadline” shall automatically terminate upon the expiration or earlier termination of this Lease mean, (i) with respect to the subleased FacilityNew York Sublease and the Chicago Sublease, 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 obligations of Tenant hereunderdate that is twenty (20) days after the Closing Date, 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 (ii) with respect to the contrary notwithstandingToronto Sublease, Tenant the date that is ten (10) days after the Closing Date. “Exit Date” shall not sublet any Facility on any basis that the rental to be paid by the subtenant thereunder would be basedmean, in whole or in part, on either (i) with respect to the income or profits derived by New York Sublease and the business activities of Chicago Sublease, the subtenantdate that is thirty (30) days after the Closing Date, or and (ii) with respect to the Toronto Sublease, the date that is fifteen (15) days after the Closing Date. “Landlord” shall mean, with respect to any other formula Sublease, the Person that is identified in such that Sublease as the landlord or owner under such Sublease’s Master Lease. “Master Lease” shall, with respect to any portion of the sublease rentalSublease, if received by Landlord, would fail to qualify as “rents from real property” within have the meaning of Section 856(d) of ascribed to the Codeterm “Master Lease” in such Sublease. “Rejected Subleased Premises” shall mean, or with respect to any similar or successor provision theretoRejected Sublease, the Subleased Premises relating to such Rejected Sublease. “Subleased Premises” shall, with respect to any Sublease, have the meaning ascribed to the term “Subleased Premises” in such Sublease.

Subleases. Without limitation of the prohibitions set forth in Section 10.1 hereof, each Any sublease of all or any portion of a Facility the Premises shall be subject and subordinate to the following: (i) each such sublease shall expressly be made subject to the provisions hereof, (ii) the term of any subletting shall not extend beyond the Term 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 exercise of such option to the termination of such sublease, and in such case, Landlord shall not be (a) liable for any act, omission or default of Tenant under such sublease occurring prior to the attornmentLease, (biii) liable for, or subject to, any offset, abatement or reduction of rent or other consideration under such no 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 prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the 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 obligation of the obligations Tenant or right of Tenant the Landlord hereunder, and (iv) all such obligations of the Tenant hereunder shall continue in full force and effect as if the obligations of a principal and not of a guarantor or surety, as though no sublease subletting had been made. No 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 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 impose any additional obligations on Landlord 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 terms, 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. Anything contained Furthermore, Landlord shall not be liable in this Lease any way to subtenant for 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 contrary notwithstandingcredit of subtenant, Tenant and subtenant shall not sublet have the right to setoff or assert against Landlord any Facility on such claim or any basis that damages arising therefrom. Such non-disturbance obligation of Landlord shall be contingent upon the rental to be paid payment of Monthly Rent by the subtenant thereunder would be based, in whole or in part, on either (i) an amount equal to the income or profits derived by the business activities greater of the subtenantMonthly Rent payable under this Lease or said sublease. Landlord agrees to enter into a commercially reasonable, or (ii) any other formula such that any portion recordable non-disturbance and recognition agreement setting forth the terms and conditions of the sublease rental, if received by Landlord, would fail to qualify as “rents from real property” within the meaning of this Section 856(d) of the Code, or any similar or successor provision thereto16.6.

Subleases. Without limitation 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 prohibitions set forth in Section 10.1 hereofProration Date by credit against proratable items payable to BroadVision, each sublease and, to the extent of any portion excess, by payment from BroadVision to PSI. From and after the Transfer Date, all payments of a Facility Sublease Rents (regardless of the period to which the same apply) shall be subject and subordinate made to PSI. PSI shall have no obligation to collect for BroadVision any Sublease Rents from the Subtenants applicable to periods prior to the provisions of this Lease and Proration Date, nor shall provide that Landlord, at its option and without PSI have any obligation to do so, may require litigate or declare a default under 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 exercise Subleases by reason of any such option unpaid Sublease Rents applicable to periods prior to the termination Proration Date. From and after the date of such subleasethis Agreement, and BroadVision shall not have the right to institute or 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 such caseany action initiated against BroadVision by any Subtenant). After the Transfer Date, Landlord BroadVision shall not be (a) liable entitled to collect any delinquent Sublease Rents payable to BroadVision by any Subtenant for any act, omission or default of Tenant under such sublease occurring periods prior to the 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 Proration Date. Delinquent Sublease Rents relating to periods prior to the attornmentProration Date and collected by PSI following the Transfer Date, if any, net of the costs of collection (c) bound by any previous modification or amendment including attorneys’ fees), shall be applied first to amounts currently due under the Subleases, second to any such sublease or any previous prepayment of more than one month’s rentamounts overdue to PSI, unless such modification, amendment or prepayment shall have been approved in writing by Landlord or, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment with respect and lastly to any sublease, then such sublease amounts overdue to BroadVision (which amounts shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the 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 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 to be paid to BroadVision by the subtenant thereunder would be based, in whole or in part, on either (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 the Code, or any similar or successor provision theretoPSI).

Subleases. Without limitation of Notwithstanding anything contained in any Ground Lease to the prohibitions set forth in Section 10.1 hereofcontrary, each sublease of Borrower shall not further sublet any portion of a Facility shall be subject and subordinate the related Individual Property (other than as permitted pursuant to the provisions Section 5.1.17 hereof) without prior written consent of this Lease and Lender. Each sublease hereafter made shall provide that Landlordthat, at its option and without any obligation to do so, may require any sublessee to, at (a) in the request and option event 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 exercise of such option to the termination of such subleasethe Ground Lease, and in such case, Landlord the sublease shall not terminate or be (a) liable for any act, omission or default of Tenant under such sublease occurring prior to terminable by the attornment, lessee thereunder; (b) liable for, or subject to, any offset, abatement or reduction of rent or other consideration under such sublease because in the event of any default action for the foreclosure of Tenant under such sublease occurring prior the Security Instrument with respect to the attornmentrelated Individual Property, the sublease shall not terminate or be terminable by the lessee thereunder by reason of the termination of the 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) 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 event that the Ground Lease is terminated as aforesaid, the lessee under the sublease shall attorn to the lessor under the Ground Lease or to the purchaser at the sale of the related Individual Property on such foreclosure, as the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlordmay be. In the event that Landlord any portion of such Individual Property shall not require such attornment with respect be sublet pursuant to any subleasethe terms of this subsection, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the 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 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 be deemed to be paid by included in the subtenant thereunder would Individual Property. Any sublease submitted to Lender for approval shall be based, in whole or in part, on either deemed approved if (i) Borrower delivers to Lender a written request for such approval marked in bold lettering with the income or profits derived by 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 business activities of envelope containing the subtenant, or 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 formula such that information and documentation relating thereto reasonably required by Lender to reach a decision. In no event shall Lender be deemed to have approved any portion 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 sublease rental, if received by Landlord, would fail to qualify as “rents from real property” within the meaning of reasons for any disapprovals under this Section 856(d) of the Code, or any similar or successor provision thereto5.1.24(b).

Subleases. Without limitation (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 prohibitions set forth Premises without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Without limiting the other instances in Section 10.1 hereofwhich it may not be unreasonable for Landlord to withhold its consent to a sublease, each it shall not be unreasonable for Landlord to withhold its consent in any one of the 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 Premises; (iii) the sublease is prohibited by Landlord’s lender; (iv) Landlord determines, in its reasonable discretion, that the character, reputation or business of the proposed 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 financial history or credit rating of the proposed subtenant is unacceptable to Landlord in its reasonable discretion; (vii) the proposed sublease raises unrelated business taxable income concerns for the holder of the mortgage on the Building; (viii) the use of the Premises 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 Facility default under this Lease. Furthermore, Tenant shall be subject and subordinate 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, Tenant shall remain fully liable as a primary obligor and principal for Tenant’s obligations under this Lease Lease, including, without limitation, the payment of all rent and other sums required hereunder. (a) Tenant shall provide that Landlord, at give Landlord written notice of its option and without any obligation desire 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 all or a portion of the exercise Premises (“Tenant’s Sublease Notice”). Tenant’s Sublease Notice shall specify the portion of such option the Premises proposed to be sublet (“Proposed Sublease Premises”) and the termination date on which the Proposed Sublease Premises will be made available for subleasing. Within ten (10) business days after receipt of such sublease, and in such casethe Tenant’s Sublease Notice, Landlord shall notify Tenant in writing whether or not be (a) liable for any act, omission or default Landlord will retake possession of Tenant under such sublease occurring prior to the 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 all or any previous prepayment portion 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 prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically Proposed Sublease Premises and thereby terminate upon the expiration or earlier termination of this Lease with respect to such portion Landlord elects to retake. Notwithstanding anything provided herein to the subleased Facilitycontrary, including Landlord shall only have the right to retake possession of the Proposed Sublease Premises, or any earlier termination 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 an 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 mutual consent of Landlord and Tenant. No sublease made as permitted by , (ii) Tenant’s obligation to pay rent for such portion shall cease on such date, and (iii) Landlord and Tenant shall promptly execute an amendment to this Section 10 shall affect or reduce any Lease setting forth the new square footage of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as if no sublease had been madereduced Premises to be occupied by Tenant. No sublease shall impose any additional obligations on Landlord under this Lease. Anything contained in this Lease to the contrary notwithstandingThereafter, Tenant shall not sublet have any Facility on further rights of any basis that kind, including any rights of renewal, in or to the rental portion of the Premises so retaken. If the Proposed Sublease Premises constitutes less than the entire Premises, Landlord shall cause to be paid by constructed and installed, at Landlord’s sole cost and expense, a demising wall separating the subtenant thereunder would be based, Proposed Sublease Premises from the remaining Premises in whole accordance with all applicable Legal Requirements. If Landlord does not elect to retake all or in part, on either (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” Proposed Sublease Premises within the meaning 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 856(d7.2 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 this Lease, Tenant shall 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 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 the Premises and reasonable advertising expenses. For any period during which Tenant is subject to an Event of Default under this Lease, Landlord shall be entitled to one hundred percent (100%) of the Coderent due from any subtenant of Tenant and Tenant shall provide written notice to each subtenant to pay said rent directly to Landlord. Upon not less than thirty (30) days prior written notice to Tenant, Landlord shall have the right to inspect and audit Tenant’s books and records relating to any sublease and expenses incurred by Tenant in connection 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 Premises or any similar part thereof to an Affiliate of Tenant or successor provision theretoa Parent of Tenant pursuant to Section 7.4.

Subleases. Without limitation of the prohibitions set forth in Section 10.1 hereof, With respect to each and every sublease of any portion of a Facility shall be subject and subordinate or subletting pursuant to the provisions of this Lease Lease, it is further agreed as follows: (a) no subletting shall be for a term ending later than one (1) day prior to the 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 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 that Landlordit is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and that, in the event of termination, re‑entry or dispossess by Landlord under this Lease, Landlord may, at its option option, either terminate such sublease or take over all of the right, title 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 interest of Tenant, as sublessor sublessor, under such sublease from the time of the exercise of sublease, and such option sublessee shall, at Landlord's option, attorn to Landlord pursuant to the termination then executory provisions of such sublease, and in such case, except that Landlord shall not (i) be (a) liable for any act, previous act or omission or default of Tenant under such sublease occurring prior to the attornmentsublease, (bii) liable for, or be subject to, to any offset, abatement not expressly provided in such sublease, which theretofore accrued to such subtenant against Tenant, or reduction of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior to the attornment, (ciii) be bound by any previous modification or amendment to any of such sublease or by any previous prepayment of more than one month’s 's rent, unless such ; and (d) any modification, amendment or prepayment shall have been approved in writing extension of a sublease previously consented to by Landlord or(except for a termination of the sublease, a decrease in the case length of such prepayment, such prepayment of rent has actually been delivered to Landlord, the term thereof or (d) liable for any security deposit a de minimis modification or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall amendment not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the 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 altering any of the obligations material financial terms of Tenant hereundersuch sublease) shall be subject to Landlord's approval, 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 to be paid by the subtenant thereunder would be based, in whole unreasonably withheld or in part, on either (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 the Code, or any similar or successor provision theretodelayed.

Subleases. Without limitation Regardless of Landlord's consent, the following terms and conditions shall apply to any subletting by Tenant of all or any part of the prohibitions set forth Premises and shall be deemed included in Section 10.1 hereofall subleases under this Lease whether or not expressly incorporated therein: (a) Tenant hereby assigns and transfers to Landlord all of Tenant's interest in all rentals and income arising from any sublease heretofore or hereafter made by Tenant, each and Landlord may collect such rent and income and apply same toward Tenant's obligations under this Lease; provided, however, that until a default shall occur in the performance of Tenant's obligations under this Lease, Tenant may receive, collect, and enjoy the rents accruing under such sublease. Landlord shall not, by reason of this or any other assignment of such sublease to Landlord nor by reason of the collection of the rents from a sublessee, be deemed liable to the sublessee for any portion failure of Tenant to perform and comply with any of Tenant's obligations to such sublessee under such sublease. Tenant hereby irrevocably authorizes and directs any such sublessee, upon receipt of a Facility written notice from Landlord stating that a default exists in the performance of Tenant's obligations under this Lease, to pay to Landlord the rents due and to become due under the sublease. Tenant agrees that such sublessee shall have the right to rely upon any such statement and request from Landlord, and that such sublessee shall pay such rent to Landlord without any obligations or inquire as to whether such default exists and notwithstanding any notice from or claim from Tenant to the contrary, Tenant shall have no right or claim against said sublessee or Landlord for any such rents so paid by said sublessee to Landlord. (b) No sublease entered into by Tenant shall be subject effective unless and subordinate until it has been approved in writing by Landlord. In entering into any sublease, Tenant shall use only Landlord's standard form office space sublease, and once approved by Landlord, such sublease shall not be changed or modified without Landlord's prior written consent, which consent may be withheld for any reason. Any sublessee shall, by reason of entering into a sublease under this Lease, be deemed, for the benefit of Landlord, to have assumed and agreed to conform and comply with each and every obligation herein to be performed by Tenant other than such obligations as are contrary to or inconsistent with provisions contained in a sublease to which Landlord has expressly consented in writing. (c) In the provisions event Tenant shall default in the performance of its obligations under this Lease and shall provide that Lease, Landlord, at its option and without any obligation to do so, may require any sublessee to, at the request and option of Landlord, to attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor under such sublease from the time of the exercise of such said option to the termination of such sublease; provided, and in such casehowever, Landlord shall not be (a) liable for any act, omission prepaid rents or default security deposit paid by such sublessee to Tenant or for any other prior defaults of Tenant under such sublease. Landlord's approval of a sublease occurring prior to the 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 not be construed as an agreement by Landlord orto recognize any sublessee upon the expiration or termination of Tenant's obligations under this Lease, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, whether voluntary or involuntary. (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered Subject to Landlord's right to require attornment by any sublessee as provided in Subsection 21.6(c) above, any expiration or termination of this Lease, whether voluntary or involuntary, shall cause each sublease to terminate, notwithstanding Landlord's prior approval of the sublease, and the sublessee thereunder shall have no further right to possession of the Premises. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier of voluntary termination of this Lease with respect by agreement between Landlord and Tenant, the foregoing sentence shall fully apply, and to the subleased Facilityextent that any sublessee has any claim or cause of action arising from or related to such voluntary termination of this Lease, and resulting termination of the sublease, the sublessee shall be conclusively presumed to have waived such claim or cause of action as against Landlord (including Landlord's Affiliates), the Premises, the Building, and the Project, and to have agreed that any earlier termination by mutual such claim or cause of action shall be asserted solely against Tenant. (e) Any matter or thing requiring the consent of the sublessor under a sublease shall also require the consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect or reduce any of the 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 to be paid by the subtenant thereunder would be based, in whole or in part, on either (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 the Code, or any similar or successor provision theretoherein.

Subleases. Without limitation of the prohibitions set forth in Section 10.1 hereof, With respect to each and every sublease of any portion of a Facility shall be subject and subordinate or subletting pursuant to the provisions of this Lease Lease, it is further agreed as follows: (i) no subletting shall be for a term ending later than one (1) day prior to the 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 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 that Landlordit is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and that, in the event of termination, re-entry or dispossess by Landlord under this Lease, Landlord may, at its option option, either terminate such sublease or take over all of the right, title 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 interest of Tenant, as sublessor sublessor, under such sublease from the time of the exercise of sublease, and such option sublessee shall, at Landlord’s option, attorn to Landlord pursuant to the termination then executory provisions of such sublease, and in such case, except that Landlord shall not (I) be (a) liable for any act, previous act or omission or default of Tenant under such sublease occurring prior to the attornmentsublease, (bII) liable for, or be subject to, to any offset, abatement not expressly provided in such sublease, which theretofore accrued to such subtenant against Tenant, or reduction of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior to the attornment, (cIII) be bound by any previous modification or amendment to any of such sublease or by any previous prepayment of more than one month’s rent, unless such ; and (iv) any modification, amendment or prepayment shall have been approved in writing extension of a sublease previously consented to by Landlord or(except for a termination of the sublease, a decrease in the case length of such prepayment, such prepayment of rent has actually been delivered to Landlord, the term thereof or (d) liable for any security deposit a de minimis modification or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall amendment not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the 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 altering any of the obligations material financial terms of Tenant hereunder, and all such obligations sublease) 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 be deemed to be paid by the subtenant thereunder would be based, in whole or in part, on either (i) the income or profits derived by the business activities a new sublease subject to all of the subtenant, or (ii) any other formula such that any portion terms and conditions 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 the Code, or any similar or successor provision theretothis Article 8.

Subleases. Without limitation the consent or approval of Purchaser, Seller will be entitled to enter into Subleases of all or part of the prohibitions 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 Section 10.1 hereofthe form to be attached as an exhibit to each Master Lease, for each sublease such Sublease promptly upon request of any portion of a Facility shall be subject and subordinate to the provisions of this Lease and shall provide that LandlordSeller; provided, at its option and without any however, Purchaser has no obligation to do soexecute 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, may require any sublessee tothen the Sublease must be assigned by Seller to Purchaser, at the request premises of such Sublease will be automatically removed from the premises of the applicable Sublease, and option of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor Seller will be released from liability under such sublease Sublease. Seller will be 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 exercise commencement date of the Sublease failed to pay any rent or other sums payable under the Sublease within thirty (30) days of the 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 option subtenant so as to insure the termination satisfaction of such subleasethis condition, and in such case, Landlord shall not be (a) liable for any act, omission or default of Tenant under such sublease occurring prior to the attornment, (b) liable for, or subject tono such Sublease may be executed by Seller in the last two years of the term of the applicable Master Lease. Otherwise, any offset, abatement or reduction deviation of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior to a Sublease from 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 Sublease Parameters must be approved in writing advance by Landlord or, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the 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 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 to be paid by the subtenant thereunder would be based, in whole or in part, on either (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 the Code, or any similar or successor provision theretoPurchaser.

Subleases. Without limitation 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 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 prohibitions set forth in Section 10.1 hereofCity. 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, each sublease and Tenant's successors and assigns, shall not permit the use, occupancy or operation of the 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 Facility Subtenant on commercially reasonable terms and without any offsets other than those which are commercially reasonable; (iii) such Sublease includes provisions acknowledging that said Sublease shall be subject and subordinate to this Lease; (iv) 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 and 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 Landlordin the event this Lease is terminated prior to the expiration of such 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 its option the City's option, the Subtenant thereunder will either attorn to the City and without waive any obligation right the Subtenant may have to do soterminate 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 that in the event the Subtenant receives a written notice from the 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 require any sublessee todirect. (c) All Subleases and all of the terms, covenants and provisions thereof and all rights, remedies and options of the Subtenants thereunder are and shall at all times continue to be fully subject and subordinate in all respects to this Lease as the same may be renewed, amended, supplemented, extended or replaced. This provision shall be self-operative and no further instrument shall be required to confirm or perfect such subordination. However, 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 exercise of City, Tenant shall request Subtenants not parties to Allowed Residential Subleases to execute and deliver such option other documents and take such other action as the City reasonably requests to the termination of perfect, confirm or effectuate such subleasesubordination. If, and in such case, Landlord shall not be (a) liable for any actreason, omission this Lease is terminated by summary proceedings or default of Tenant under such sublease occurring prior to for any other reason whatsoever, the attornmentSubleases shall automatically terminate, (b) liable for, or subject to, except as may be provided in 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 Non-Disturbance Agreement between 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 prepayment, such prepayment of rent has actually been delivered to Landlord, or City and a Subtenant. (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect Notwithstanding anything to the 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 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 contrary contained in this Lease to the contrary notwithstandingLease, Tenant shall not sublet any Facility on any basis that the rental to be paid by the subtenant thereunder would be based, in whole a Sublease of all or in part, on either substantially all (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(dmore than 55%) of the CodePremises (regardless of the term thereof) shall require the prior written consent of the City . (e) Furthermore, or any similar or successor provision theretoto the extent required by applicable law, all subleases are subject to the review and approval of NPS.

Subleases. Without limitation (a) Tenant shall be entitled to enter into Subleases of the prohibitions set forth Leased Premises with Landlord's consent, which consent shall not be unreasonably withheld if such Subleases are in Section 10.1 hereofconformity with Article 17 below. If Tenant requests such consent in writing, each sublease 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 reasons for such denial and (ii) the changes to any portion of a Facility such Sublease which would be necessary in order for Landlord to grant such consent. In the event Landlord fails to deliver written notice to Tenant withholding consent within such thirty (30) day (or where applicable, sixty (60) day) period, then Landlord shall be 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 effective date of the Sublease (i) setting forth the name of such Subtenant and the use of the 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 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 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 Subtenant'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 provide that 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 cancellation or termination, for any reason whatsoever, of this Lease, or the surrender thereof, whether voluntary, involuntary or by operation of law, prior to the expiration date of Subtenant's Sublease, including any extensions and renewals of Subtenant's Sublease provided for therein (in any event not to exceed the present termination date of this Lease), Landlord may, at its option and without any obligation to do sothe execution of further instruments by Landlord or Subtenant, 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 exercise of such option succeed to the termination of such sublease, and in such case, Landlord shall not be (a) liable for any act, omission or default interest of Tenant under Subtenant's Sublease and upon such sublease occurring prior to the 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 election by Landlord or, in Subtenant shall be bound to Landlord under all of the case terms of such prepayment, such prepayment Subtenant's Sublease for the balance of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the subleased Facilityterm thereof, including any earlier termination by mutual consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect extensions or reduce any of renewals thereof provided for in Subtenant's Lease, with the obligations of Tenant hereunder, and all such obligations shall continue in full same force and effect as if no sublease had been made. No sublease shall impose any additional obligations on Subtenant's Lease was originally entered into directly by Landlord under this Lease. Anything contained in this Lease and Subtenant, and Subtenant hereby agrees to the contrary notwithstandingattorn to Landlord, Tenant shall not sublet any Facility on any basis that the rental as its landlord, such attornment to be paid by the subtenant thereunder would be based, in whole or in part, on either (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 the Code, or any similar or successor provision thereto.effective and self-

Subleases. Without limitation If Tenant desires to sublet all or a portion 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 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 exercise of such option to the termination of such sublease, and in such caseLeased 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 be (a) liable for any actcommercially unreasonable, omission or default of Tenant under such sublease occurring prior to refuse to consent to the 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 prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlordproposed subletting. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the subleased Facility, including any earlier termination by mutual The consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect to a proposed subletting may not be unreasonably withheld, conditioned or reduce delayed, provided should Landlord withhold its consent for any of the obligations 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 Tenant hereunderthe Leased Premises would be unlawful or would violate any exclusive rights given to another tenant in the Project ; or, (ii) 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, 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 but not limited to the contrary notwithstandingPermitted Use (except that a subletting to another office, research lab use is not deemed to be a material variation of the 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 foregoing, Landlord hereby consents to the sublease of a certain portion of the Leased Premises to Microbiome Health Research Institute Inc., a Massachusetts nonprofit corporation (“Microbiome”). Prior to the grant of the sublease to Microbiome, Tenant shall not sublet any Facility on any basis that the rental to be paid by the subtenant thereunder would be based, in whole or in part, on either (i) the income or profits derived by the business activities of the subtenant, or (ii) any other formula such that any portion provide Landlord with a copy of the sublease rental, if received by agreement for Landlord, would fail ’s review and reasonable consent to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision theretosame.

Subleases. Without limitation Lessee shall have the right, with the written consent of ▇▇▇▇▇▇, such consent not to be unreasonably withheld, delayed or conditioned upon a renegotiation of any of the prohibitions set forth in Section 10.1 hereofterms of this Lease, each to license, sublease or otherwise allow the occupancy of any all or a portion of the Premises and the Improvements. If Lessee licenses or subleases a Facility portion of the Premises to a third party for 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 Six Hundred and No/100 Dollars ($600.00) per month, and (ii) in the 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 not subject to an escalator. In the event the Anchor Tenant vacates the Premises, Lessee shall have the right to substitute the Anchor Tenant with an existing sublessee or 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 month following the commencement date of each Sublease and subordinate continue through the term of that respective Sublease. That portion of the Rent attributable to the provisions Co- Location Rent shall terminate at the end of this Lease the month during which each Sublease terminates or expires, whichever is earlier, and Rent thereafter shall provide that Landlordbe 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, at its option and without 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, may require nor is Lessor a third party beneficiary of any sublessee toSublease. Lessee’s approved licensee(s) and sublessee(s) shall be entitled to modify the tower and Improvements, at and erect and install additional improvements and personal property on the request Premises and option 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 Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor under such sublease from the time of the exercise of such option ingress and egress to the termination of such subleasePremises, the right to install utilities on the Premises and in such case, Landlord shall not be (a) liable the right to use the Premises for any act, omission or default of Tenant under such sublease occurring prior to the 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 prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the 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 obligations of Tenant hereunder, and all such obligations shall continue in full force and effect Intended Use as if no sublease had been made. No sublease shall impose any additional obligations on Landlord said licensee or sublessee were the Lessee under this Lease. Anything contained in this Lease to the contrary notwithstanding, Tenant shall not sublet any Facility on any basis that the rental to be paid by the subtenant thereunder would be based, in whole or in part, on either (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 the Code, or any similar or successor provision thereto.

Subleases. Without limitation (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 prohibitions set forth in Section 10.1 hereofapplicable underlying lease, each sublease of any a portion of a Facility 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 be subject bear its portion of the occupancy cost for such location based on the relative square footage sublet. Seller and subordinate Purchaser shall enter into the Seller Sublease at Closing to memorialize the 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 exercise of such option to the termination of such sublease, and in such case, Landlord shall not be (a) liable for any act, omission or default of Tenant under such sublease occurring prior to the attornment, Section. (b) liable forFor the leased premises located in ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇, ▇▇▇ ▇. ▇▇▇▇▇▇▇ Street, Chicago, IL and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ Seller shall assume such leases in connection with Seller’s bankruptcy proceedings and 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 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 in all cases 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 prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the 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 terms of the obligations of Tenant hereunderunderlying lease, 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 to be paid by the subtenant thereunder would be based, in whole or in part, on either (i) the income or profits derived by the business activities of the subtenant, or (ii) any other formula such that any a portion of the sublease rental, if received by Landlord, would fail demised premises in such locations shall be subject to qualify as “rents from real property” within obtaining the meaning of Section 856(d) landlord’s consent to each Sublease or Bankruptcy Court approval. Seller shall bear its portion of the Code, or any similar or successor provision theretooccupancy 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. Without limitation Tenant shall have the right to sublease up to ten percent (10%) of the prohibitions set forth in Section 10.1 hereofof the 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 Landlord’s prior written consent, each sublease of any portion of a Facility shall be but subject and subordinate to the 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 following conditions: A. Such sublease from the time of the exercise of such option to the termination of such sublease, and in such case, Landlord shall not be (a) liable for any act, omission or default valid and such sublessee shall not take possession until an executed counterpart of Tenant under such the sublease occurring prior to the 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 prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered . B. Any subtenant shall have agreed in writing to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment comply with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination all applicable terms and conditions of this Ground Lease with respect to the subleased space or area that is the 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 Tenant hereunder. In the event of default by subtenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such subtenant. Any sublease which together with all other then-existing subleases would exceed the percentage thresholds set forth above shall be subject to Landlord’s prior written approval not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, (i) any sublease of the Charter Yacht Facility, including any earlier termination by mutual consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect renewal or reduce any extension of the obligations of Tenant hereunderHornBlower Sublease, shall be subject to Landlord’s prior written approval not to be unreasonably withheld, conditioned or delayed, 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, (ii) Tenant shall not sublet be permitted to sublease any Facility on any basis that Hotel rooms; provided that, the rental foregoing restriction shall not apply to be paid by the subtenant thereunder would be based, in whole or in part, on either (i) the income or profits derived by the business activities ordinary course operation 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 the Code, or any similar or successor provision theretoHotel.

Subleases. Without limitation (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 prohibitions set forth in Section 10.1 hereofexecution of such sublease. As of the Closing Date, each sublease 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 the prior written consent 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. Lessee may otherwise sublet the Property or portion thereof to any Person (other than to Parent or a Facility 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 expressly subject and subordinate to the provisions this Lease. (e) No sublease hereunder, whether or not to an Affiliate of this Lease and Lessee, shall provide that Landlordsubject any Financing Party to regulation by any Governmental Authority to which any Financing Party would not have been subject but for such sublease, at its option and without any obligation to do so, may require nor shall any sublessee tobe subject to a proceeding under bankruptcy, insolvency or similar laws 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 exercise of such option to the termination of such sublease, and in such case, Landlord nor shall not be (a) liable for any act, omission or default of Tenant under such sublease occurring prior to the attornment, (b) liable for, create a Lease Default or subject to, any offset, abatement or reduction Lease Event 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 prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the 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 obligations of Tenant Default 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 to be paid by the subtenant thereunder would be based, in whole or in part, on either (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 the Code, or any similar or successor provision thereto.