Common use of Subleases Clause in Contracts

Subleases. (a) From the date hereof until the date that is 90 days after the Closing (the “End Date”), CCIA and CLNC shall, and shall cause their respective controlled Affiliates to, use commercially reasonable efforts to (1) obtain the consent of the NY Landlord, in form and substance reasonably acceptable to CCIA and CLNC (the “NY Landlord Consent”) to enter into 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 be required to pay any fees to the NY Landlord or agree to any concessions to the NY Landlord in order to obtain the NY Landlord Consent, and (2) negotiate and enter into a sublease for the NY Office Lease on terms consistent in all material respects with the term sheet attached hereto as Exhibit E-1 (the “NY Office Sublease Term Sheet” and such sublease, the “NY Office Sublease”). If the NY Landlord Consent is obtained at 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 use CLNC shall pay to the NY Tenant rent in the amount of (a) Forty-One Thousand Seventeen Dollars ($41,017) per month plus (b) 14.9% of any Additional Rent, each as defined in the NY Office Lease, payable under the NY Office Lease for such applicable amount of time, in each case prorated for the calendar days in any partial month prior to receipt of the NY Landlord consent. CLNC acknowledges receipt of a copy of the NY Office Lease and agrees that it will abide by all of the use obligations of the NY Tenant in the NY Office Lease with respect to the use of the Temporary Premises, including without limitation the provisions of Section 12.10 of the NY Office Lease governing “Desk Space Users”, and shall not cause any 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 by the End Date, (1) CCIA and CLNC Advisors shall deliver, or cause to be delivered, the NY Office Sublease to the other party thereto within two (2) Business Days of the later to occur of (i) the date that CCIA and CLNC have negotiated to completion the NY Office Sublease and (ii) the date of receipt of the NY Landlord Consent, (2) on the date of delivery of the NY 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 fees to the LA Landlord or 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. (a) From the date hereof until the date that is 90 days after the Closing (the “End Date”For each Subleased Real Estate Lease designated to be subleased pursuant to Section 2.1.6(b), CCIA and CLNC shallthe relevant Seller, as sublandlord, and shall cause their respective controlled Affiliates tothe Purchaser or a Designated Purchaser, use commercially reasonable efforts to (1) obtain the consent of the NY Landlordas subtenant, in 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 be required to pay any fees to the NY Landlord or agree to any concessions to the NY Landlord in order to obtain the NY Landlord Consent, and (2) negotiate and will enter into a sublease for in the NY Office Lease on terms consistent in all material respects with the term sheet form attached hereto as Exhibit E-1 K (the each such sublease a “NY Office Sublease Term Sheet” and such sublease, the “NY Office Sublease”). If ) at Closing with a term to expire, on 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 one (1) each year anniversary 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, with respect to the portion of the applicable property to be used by the Purchaser or a Designated Purchaser for the Acquired Business. (b) If The Sellers and the NY Landlord Consent is not obtained at or prior 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 Closing Purchaser or CCIA a Designated Purchaser (which shall be based upon the employee headcount reasonably agreed between the Purchaser and CLNC have not negotiated to completion the NY Office Sublease at Sellers on 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, as adjusted to take into account any laboratory and (3) from other non-desk space to be subject to a Sublease, which shall also take into account the continued marketability and after required contiguity of that portion of the Closing until premises to be subject to 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 related Sublease and the NY Office 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 (subject to confidentiality limitations) on the subleased premises to the other; provided, that it is executed by CCIA understood and CLNC Advisorsagreed that all costs of such segregation and demising will be the sole responsibility of the Purchaser and that the Purchaser’s plans and specifications therefor will be subject to the Sellers’ reasonable approval. Prior to Closing, Manager the Sellers will not engage in any segregation and demising activities to be undertaken (x) in order to maintain the marketability of the applicable premises prior to Closing or (y) in order to move any Owned Equipment from the applicable premises. (c) The relevant Sellers shall provide, or cause a third party services provider (each, including any of its subcontractors, a “Service Provider”) to be providedprovide, with respect to any space subject to a sublease, to CLNC 14.9% the Purchaser or its Affiliate services which are substantially the same in scope as the services which have been normally and customarily provided to the applicable space prior to Closing. In the consideration 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 provision of such use CLNC services by the respective Seller or Service Provider, the Purchaser shall pay to the NY Tenant rent Sellers a monthly fee at each Site (as described in the amount of (a) Forty-One Thousand Seventeen Dollars ($41,017) per month plus (b) 14.9% of any Additional Rent, each as defined in the NY Office Lease, payable under the NY Office Lease for such applicable amount of time, in each case prorated for the calendar days in any partial month prior to receipt of the NY Landlord consent. CLNC acknowledges receipt of a copy of the NY Office Lease and agrees that it will abide by all of the use obligations of the NY Tenant in the NY Office Lease with respect schedule to the use of the Temporary Premises, including without limitation the provisions of Section 12.10 of the NY Office Lease governing “Desk Space Users”, and shall not cause any condition which will cause a default by the NY Tenant under the Master Leaserelevant sublease). (c) If the NY Landlord Consent is obtained following the Closing and by the End Date, (1) CCIA and CLNC Advisors shall deliver, or cause to be delivered, the NY Office Sublease to the other party thereto within two (2) Business Days of the later to occur of (i) the date that CCIA and CLNC have negotiated to completion the NY Office Sublease and (ii) the date of receipt of the NY Landlord Consent, (2) on the date of delivery of the NY 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 fees to the LA Landlord or 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 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) From the date hereof until the date that is 90 days after the Closing (the “End Date”)liable for any act, CCIA and CLNC shall, and shall cause their respective controlled Affiliates to, use commercially reasonable efforts to (1) obtain the consent omission or default of the NY Landlord, in form and substance reasonably acceptable to CCIA and CLNC (the “NY Landlord Consent”) to enter into an agreement for the Tenant under such sublease of certain premises under the NY Office Lease to CLNC Advisors; provided, that neither Party nor their respective Affiliates shall be required to pay any fees to the NY Landlord or agree to any concessions to the NY Landlord in order to obtain the NY Landlord Consent, and (2) negotiate and enter into a sublease for the NY Office Lease on terms consistent in all material respects with the term sheet attached hereto as Exhibit E-1 (the “NY Office Sublease Term Sheet” and such sublease, the “NY Office Sublease”). If the NY Landlord Consent is obtained at or occurring prior to the Closing and the CCIA and CLNC have negotiated to completion the NY Office Sublease at 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 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 theretoattornment, (2c) Manager 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 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 have been approved in writing by Manager Landlord or, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or CCIA (d) liable for any security deposit or other collateral deposited or delivered to CLNC prior Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the Closing Date. (b) If the NY event that Landlord Consent is shall not obtained at or prior require such attornment with respect to the Closing or CCIA and CLNC have not negotiated to completion the NY Office Sublease at or prior to the Closingany sublease, then (1) at such sublease shall automatically terminate upon the Closing, Manager shall assign, expiration or cause to be assigned, the tangible personal property earlier termination of the Business set forth on Section 4.17(b) of the Disclosure Schedules (“User Equipment”) to CLNC pursuant to the Assignment and Assumption, (2) at the Closing, CLNC shall pay, or cause to be paid, $20,124 in respect of the User Equipment by wire transfer of immediately available funds to an account or accounts designated in writing by Manager or CCIA to CLNC prior to the Closing Date, and (3) from and after the Closing until the End Date, CCIA and CLNC shall, and shall cause their respective controlled Affiliates to, use commercially reasonable efforts to obtain the NY Landlord Consent. From the Closing and until the earlier of (i) the End Date and (ii) such time as the NY Landlord Consent is obtained and the NY Office Sublease is executed by CCIA and CLNC Advisors, Manager shall provide, or cause to be provided, to CLNC 14.9% of the overall floor premises (the “Temporary Premises”) for office use, which Temporary Premises shall be located on the 33rd floor of ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, and in consideration of such use CLNC shall pay to the NY Tenant rent in the amount of (a) Forty-One Thousand Seventeen Dollars ($41,017) per month plus (b) 14.9% of any Additional Rent, each as defined in the NY Office Lease, payable under the NY Office Lease for such applicable amount of time, in each case prorated for the calendar days in any partial month prior to receipt of the NY Landlord consent. CLNC acknowledges receipt of a copy of the NY Office Lease and agrees that it will abide by all of the use obligations of the NY Tenant in the NY Office this Lease with respect to the use 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 Temporary Premises, including without limitation the provisions obligations of Section 12.10 of the NY Office Lease governing “Desk Space Users”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 cause sublet any condition which will cause a default Facility on any basis that the rental to be paid by the NY Tenant under the Master Lease. (c) If the NY Landlord Consent is obtained following the Closing and by the End Datesubtenant thereunder would be based, (1) CCIA and CLNC Advisors shall deliverin whole or in part, or cause to be delivered, the NY Office Sublease to the other party thereto within two (2) Business Days of the later to occur of on either (i) the date that CCIA and CLNC have negotiated to completion income or profits derived by the NY Office Sublease and business activities of the subtenant, or (ii) the date of receipt any other formula such that any portion of the NY Landlord Consentsublease rental, (2if received by Landlord, would fail to qualify as “rents from real property” within the meaning of Section 856(d) on the date of delivery of the NY Office Sublease, CLNC shall payCode, 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 any similar 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 Assumptionsuccessor provision thereto. (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 fees to the LA Landlord or 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. (a) From the date hereof until the date that is 90 days after the Closing (the “End Date”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), CCIA and CLNC shallthe relevant Seller, as sublandlord, and shall cause their respective controlled Affiliates toPurchaser or a Designated Purchaser, use commercially reasonable efforts to (1) obtain the consent of the NY Landlordas subtenant, in 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 be required to pay any fees to the NY Landlord or agree to any concessions to the NY Landlord in order to obtain the NY Landlord Consent, and (2) negotiate and will enter into a sublease for in the NY Office Lease on terms consistent in all material respects with the term sheet form attached hereto as Exhibit E-1 N (the each such sublease a “NY Office Sublease Term Sheet” and such sublease, the “NY Office Sublease”) at Closing with a term to expire one Business Day prior to the scheduled expiration date of the 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). If ) and any Sublease relating to Lease B (which shall be determined in accordance with Exhibit 2.1.5(b)(v)), be based upon the NY Landlord Consent is obtained at 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 CCIA and CLNC have negotiated premises not to completion the NY Office Sublease at or prior be subject to the Closing, then at related Sublease) and provide relevant information (subject to confidentiality limitations) on the Closing (1) each of CCIA and CLNC Advisors shall deliver, or cause to be delivered, the NY Office Sublease subleased premises to the other party thereto, (2) Manager shall assign, or cause to be assigned, the tangible provided that it is understood 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 agreed that all costs of such use CLNC shall pay segregation and demising will be the sole responsibility of Purchaser and that Purchaser’s plans and specifications therefor will be subject to the NY Tenant rent in the amount of (a) Forty-One Thousand Seventeen Dollars ($41,017) per month plus (b) 14.9% of any Additional Rent, each as defined in the NY Office Lease, payable under the NY Office Lease for such applicable amount of time, in each case prorated for the calendar days in any partial month prior to receipt of the NY Landlord consent. CLNC acknowledges receipt of a copy of the NY Office Lease and agrees that it will abide by all of the use obligations of the NY Tenant in the NY Office Lease with respect to the use of the Temporary Premises, including without limitation the provisions of Section 12.10 of the NY Office Lease governing “Desk Space Users”, and shall not cause any condition which will cause a default by the NY Tenant under the Master LeaseSellers’ reasonable approval. (c) If From and after the NY Landlord Consent is obtained following 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 Closing 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 End Daterelevant Sublease, (1y) CCIA recognition and CLNC Advisors 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 deliver, not relieve Purchaser or cause to be delivered, the NY Office Sublease to the other party thereto within two (2) Business Days a Designated Purchaser of the later to occur of (i) the date that CCIA and CLNC have negotiated to completion the NY Office Sublease and (ii) the date of receipt of the NY Landlord Consent, (2) on the date of delivery of the NY Office Sublease, CLNC shall pay, or cause to be paid, (i) the NY Office Sublease Amount its obligations in respect of the leasehold interest underlying the NY Office Sublease relevant Sublease) and (ii) $60,884 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 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 Assumptionconnection with such negotiations. (d) From Purchaser’s rights set forth in Section 5.28(c) shall be subject to applicable Law and the date hereof until 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 End Date, CCIA and CLNC shall, and shall cause their respective controlled Affiliates to, use commercially reasonable efforts to (1) obtain the consent ability of the LA Landlord in form and substance reasonably acceptable to CCIA and CLNC (the “LA Landlord Consent”) Purchaser or a Designated Purchaser to enter into an agreement a direct lease for all or less than all of the sublease space covered or reasonably anticipated to be covered by the relevant Sublease in lieu of certain premises a Sublease) and the Main Sellers shall be afforded the right to participate in all such communications with the landlord to the extent that they wish to do so, (ii) neither any Seller nor Purchaser nor Designated Purchaser shall have any obligation to agree to any increase in any of its obligations under the LA Office applicable Assumed and Subleased Real Estate Lease, Non-365 Subleased Real Estate Lease to CLNC Advisors; provided, that neither Party nor their respective Affiliates or Sublease in connection with such discussions with the landlords, (iii) such negotiations shall be required immediately terminated if they are having an adverse impact on the landlord-tenant relationship between the Sellers and such landlord, as determined by the Sellers in their reasonable discretion, (iv) the Sellers shall have no obligations under or with respect to such direct lease negotiated by Purchaser or any Designated Purchaser, and (v) neither Purchaser nor any Designated Purchaser shall be permitted to enter into a direct lease without obtaining NNI’s prior written consent, which consent may be granted or withheld in the Seller’s sole discretion, unless: (A) there is no modification to the terms of the related Assumed and Subleased Real Estate Lease or Non-365 Subleased Real Estate Lease that is adverse to the Sellers in connection with the entry into such direct lease, (B) the Sellers shall not be obligated to pay any fees fees, penalties or other charges in connection with the entry into the direct lease by the Purchasers or the Designated Purchaser, (C) Sellers are fully and finally released from all obligations and liability to such landlord and any other parties with respect to the LA Landlord or agree to any concessions space subject to the LA Landlord in order direct lease, and (D) either (x) all, but not less than all, of the space covered or reasonably anticipated to obtain be covered by the LA Landlord Consent, relevant Sublease is subject to such direct lease or (y) if such proposed direct lease covers less than all of the space covered or reasonably expected to be covered by the relevant Sublease then (A) the remainder of such space (taking into account the relevant loss factors and all common area cost allocation) is expressly removed from the demised premises for all purposes covered by the relevant Assumed and Subleased Real Estate Lease or Non-365 Subleased Real Estate Lease and the rent and additional rent obligations of Seller is reduced accordingly and (2B) negotiate the demised premises which thereafter remain subject to a Seller’s Assumed and enter Subleased Real Estate Lease or Non-365 Subleased Real Estate Lease is not divided 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” two or more non-contiguous portions and such sublease, the “LA Office Sublease”). If the LA Landlord Consent is obtained at or not less marketable than it was prior to Purchaser’s or Designated Purchaser’s entry into such direct lease. (e) After the Closing, then the subtenant under each Sublease shall also be permitted to have contact with the landlord under the related Assumed and Subleased Real Estate Lease or Non-365 Subleased Real Estate Lease on routine facilities maintenance matters, and the applicable sublandlord will reasonably cooperate with such subtenant, at Purchaser’s expense, to enforce the Closingobligations of such landlord under the applicable Assumed and Subleased Real Estate Lease or Non-365 Subleased Real Estate Lease. (f) With respect to the Sublease of property located at Belleville, CCIA Ontario, the Sellers agree that they will not exercise any options to extend the applicable Non-365 Subleased Real Estate Lease related thereto and CLNC Advisors 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 deliverhave no obligations under or with respect to such direct lease. (g) Notwithstanding any provision of this Agreement to the contrary, or cause Purchaser (on behalf of itself and any Designated Purchaser) and Sellers agree to be delivered, bound by and comply with the LA Office Sublease terms set forth in Exhibit 5.28(g) with respect to the other party thereto. If 365 Real Estate Lease identified as “Lease A” in Section 2.1.5(b)(iii) of 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 Sellers Disclosure Schedule and the LA Office Sublease has been executed“Replacement Lease A” identified in such Exhibit 5.28(g).

Subleases. Regardless of Landlord's consent, the following terms and conditions shall apply to any subletting by Tenant of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein: (a) From the date hereof until the date that is 90 days after the Closing (the “End Date”), CCIA Tenant hereby assigns and CLNC shalltransfers to Landlord all of Tenant's interest in all rentals and income arising from any sublease heretofore or hereafter made by Tenant, and shall cause their respective controlled Affiliates to, use commercially reasonable efforts to (1) obtain the consent of the NY Landlord, in form Landlord may collect such rent and substance reasonably acceptable to CCIA income and CLNC (the “NY Landlord Consent”) to enter into an agreement for the sublease of certain premises apply same toward Tenant's obligations under the NY Office Lease to CLNC Advisorsthis Lease; provided, however, that neither Party 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 their respective Affiliates shall by reason of the collection of the rents from a sublessee, be required deemed liable to the sublessee for any 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 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 fees 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 NY contrary, Tenant shall have no right or claim against said sublessee or Landlord or agree for any such rents so paid by said sublessee 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 DateLandlord. (b) If the NY Landlord Consent is not obtained at or prior to the Closing or CCIA No sublease entered into by Tenant shall be effective unless 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 until it has been approved in writing by Manager or CCIA to CLNC prior to the Closing DateLandlord. In entering into any sublease, Tenant shall use only Landlord's standard form office space sublease, and (3) from and after the Closing until the End Dateonce approved by Landlord, CCIA and CLNC 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 shall cause their respective controlled Affiliates to, use commercially reasonable efforts agreed to obtain the NY Landlord Consent. From the Closing conform and until the earlier of (i) the End Date comply with each 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 every obligation herein to be provided, performed by Tenant other than such obligations as are contrary to CLNC 14.9% of the overall floor premises (the “Temporary Premises”) for office use, or inconsistent with provisions contained in a sublease to which Temporary Premises shall be located on the 33rd floor of ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, and Landlord has expressly consented in consideration of such use CLNC shall pay to the NY Tenant rent in the amount of (a) Forty-One Thousand Seventeen Dollars ($41,017) per month plus (b) 14.9% of any Additional Rent, each as defined in the NY Office Lease, payable under the NY Office Lease for such applicable amount of time, in each case prorated for the calendar days in any partial month prior to receipt of the NY Landlord consent. CLNC acknowledges receipt of a copy of the NY Office Lease and agrees that it will abide by all of the use obligations of the NY Tenant in the NY Office Lease with respect to the use of the Temporary Premises, including without limitation the provisions of Section 12.10 of the NY Office Lease governing “Desk Space Users”, and shall not cause any condition which will cause a default by the NY Tenant under the Master Leasewriting. (c) If In the NY event Tenant shall default in the performance of its obligations under this Lease, Landlord, at its option and without any obligation to do so, may require any sublessee to attorn to Landlord, in which event Landlord Consent is obtained following shall undertake the Closing and by obligations of Tenant, as sublessor under such sublease from the End Date, (1) CCIA and CLNC Advisors shall deliver, or cause to be delivered, time of the NY Office Sublease exercise of said option to the termination of such sublease; provided, however, Landlord shall not be liable for any prepaid rents or security deposit paid by such sublessee to Tenant or for any other party thereto within two (2) Business Days prior defaults of Tenant under such sublease. Landlord's approval of a sublease shall not be construed as an agreement by Landlord to recognize any sublessee upon the later to occur expiration or termination of (i) the date that CCIA and CLNC have negotiated to completion the NY Office Sublease and (ii) the date of receipt of the NY Landlord ConsentTenant's obligations under this Lease, (2) on the date of delivery of the NY Office Sublease, CLNC shall pay, whether voluntary 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 Assumptioninvoluntary. (d) From 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 date hereof until the End Date, CCIA and CLNC shallsublease, and the sublessee thereunder shall have no further right to possession of the Premises. In the event of voluntary termination of this Lease by agreement between Landlord and Tenant, the foregoing sentence shall fully apply, and to the extent that any sublessee has any claim or cause their respective controlled Affiliates toof action arising from or related to such voluntary termination of this Lease, use commercially reasonable efforts and resulting termination of the sublease, the sublessee shall be conclusively presumed to have waived such claim or cause of action as against Landlord (1including Landlord's Affiliates), the Premises, the Building, and the Project, and to have agreed that any such claim or cause of action shall be asserted solely against Tenant. (e) obtain Any matter or thing requiring 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 sublessor under the LA Office Lease to CLNC Advisors; provided, that neither Party nor their respective Affiliates shall be required to pay any fees to the LA Landlord or 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 shall also require 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 consent of 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 executedherein.

Subleases. (a) From Without the date hereof until consent or approval of Purchaser, Seller will be entitled to enter into Subleases of all or part of the date that is 90 days after premises under each Master Lease so long as each such Sublease complies with the Closing leasing parameters set forth Schedule II attached hereto (the “End DateSublease Parameters”), CCIA and CLNC shall, and shall cause their respective controlled Affiliates to, use commercially reasonable efforts to (1) obtain the consent of the NY Landlord, in form and substance reasonably acceptable to CCIA and CLNC (the “NY Landlord Consent”) . Purchaser agrees to enter into a non-disturbance and attornment agreement, in the form to be attached as an agreement exhibit to each Master Lease, for the sublease each such Sublease promptly upon request of certain premises under the NY Office Lease to CLNC AdvisorsSeller; provided, however, Purchaser has no obligation Exhibit “H” - 3 to execute or deliver same unless such agreement provides that neither Party nor their respective Affiliates shall 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 required assigned by Seller to pay any fees to Purchaser, the NY Landlord or agree to any concessions to premises of such Sublease will be automatically removed from the NY Landlord in order to obtain premises of the NY Landlord Consentapplicable Sublease, and (2) negotiate Seller will be released from liability under such 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 for Sublease that does not meet the NY Office Lease on terms consistent in all material respects with the term sheet attached hereto as Exhibit E-1 Creditworthiness Standards (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 use CLNC shall pay to the NY Tenant rent in the amount of (a) Forty-One Thousand Seventeen Dollars ($41,017) per month plus (b) 14.9% of any Additional Rent, each as defined in the NY Office Lease, payable under the NY Office Lease for such applicable amount of time, in each case prorated for the calendar days in any partial month prior to receipt of the NY Landlord consent. CLNC acknowledges receipt of a copy of the NY Office Lease and agrees that Sublease Parameters) so long as it will abide by meets all of the use obligations other Sublease Parameters provided, however, that (a) any such Sublease will not be assigned to Purchaser and removed from the premises of the NY Tenant in the NY Office such Master Lease with respect unless and until Purchaser receives verification, reasonably satisfactory to the use of the Temporary PremisesPurchaser, including without limitation the provisions of Section 12.10 of the NY Office Lease governing “Desk Space Users”, and shall 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 by the End Date, (1) CCIA and CLNC Advisors shall deliver, or cause to be delivered, the NY Office Sublease to the other party thereto within two (2) Business Days of the later to occur of that (i) a period of at least two years has expired since the later of the date that CCIA (A) the rent commencement date for such Sublease has occurred (i.e., the date all free rent periods have expired) and CLNC (B) all other Earn Out Conditions for such Sublease have negotiated to completion the NY Office Sublease been satisfied, and (ii) the subtenant under any such Sublease is not in default under such Sublease at the time of assignment and has not at any time following the commencement date of receipt of the NY Landlord Consent, (2) on the date of delivery of the NY 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 failed to pay any fees 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 the LA Landlord provide any payment, subsidy, default waiver or agree other assistance to any concessions such subtenant so as to insure the LA Landlord in order to obtain the LA Landlord Consentsatisfaction of this condition, and (2b) negotiate and enter into a sublease for no such Sublease may be executed by Seller in the LA Office Lease on terms consistent in all material respects with last two years of the term sheet attached hereto as Exhibit E-2 (of the “LA Office applicable Master Lease. Otherwise, any deviation of a Sublease Term Sheet” and such sublease, from 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 Sublease Parameters must 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 executedapproved in advance by Purchaser.

Subleases. (a) From To the date hereof until the date that is 90 days after the Closing (the “End Date”), CCIA and CLNC shall, and shall cause their respective controlled Affiliates to, use commercially reasonable efforts to (1) obtain the consent of the NY Landlord, in form and substance reasonably acceptable to CCIA and CLNC (the “NY Landlord Consent”) to enter into 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 be required to pay any fees to the NY Landlord or agree to any concessions to the NY Landlord in order to obtain the NY Landlord Consent, and (2) negotiate and enter into a sublease for the NY Office Lease on terms consistent in all material respects with the term sheet attached hereto as Exhibit E-1 (the “NY Office Sublease Term Sheet” and such sublease, the “NY Office Sublease”). If the NY Landlord Consent is obtained at or extent collected by BroadVision prior to the Closing Transfer Date, all rents, reimbursements and other amounts payable by the CCIA Subtenants under their respective Subleases (for purposes of this Section 7.2, herein referred to as “Sublease Rents”) shall be prorated as of the Proration Date by credit against proratable items payable to BroadVision, and, to the extent of any excess, by payment from BroadVision to PSI. From and CLNC after the Transfer Date, all payments of Sublease Rents (regardless of the period to which the same apply) shall be made to PSI. PSI shall have negotiated no obligation to completion collect for BroadVision any Sublease Rents from the NY Office Sublease at or Subtenants applicable to periods prior to the ClosingProration Date, then at the Closing (1) each of CCIA and CLNC Advisors nor shall deliver, PSI have any obligation to litigate 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 declare a default under any of the Business set forth on Section 4.17(a) Subleases by reason of the Disclosure Schedules (“NY Office Personal Property”) any such unpaid Sublease Rents applicable 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 periods prior to the Closing Proration Date. . From and after the date of this Agreement, 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 (b) If other than a counterclaim, affirmative defense, or cross-complaint in any action initiated against BroadVision by any Subtenant). After the NY Landlord Consent is Transfer Date, BroadVision shall not obtained at or be entitled to collect any delinquent Sublease Rents payable to BroadVision by any Subtenant for periods prior to the Closing or CCIA and CLNC have not negotiated Proration Date. Delinquent Sublease Rents relating to completion the NY Office Sublease at or periods prior to the ClosingProration Date and collected by PSI following the Transfer Date, then (1) at the Closingif any, Manager shall assign, or cause to be assigned, the tangible personal property net of the Business set forth on Section 4.17(b) costs of collection (including attorneys’ fees), shall be applied first to amounts currently due under the Disclosure Schedules (“User Equipment”) Subleases, second to CLNC pursuant any amounts overdue 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 DatePSI, and lastly to any amounts overdue to BroadVision (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 amounts shall be located on the 33rd floor of ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, and in consideration of such use CLNC shall pay paid to the NY Tenant rent in the amount of (a) Forty-One Thousand Seventeen Dollars ($41,017) per month plus (b) 14.9% of any Additional Rent, each as defined in the NY Office Lease, payable under the NY Office Lease for such applicable amount of time, in each case prorated for the calendar days in any partial month prior to receipt of the NY Landlord consent. CLNC acknowledges receipt of a copy of the NY Office Lease and agrees that it will abide BroadVision by all of the use obligations of the NY Tenant in the NY Office Lease with respect to the use of the Temporary Premises, including without limitation the provisions of Section 12.10 of the NY Office Lease governing “Desk Space Users”, and shall not cause any condition which will cause a default by the NY Tenant under the Master LeasePSI). (c) If the NY Landlord Consent is obtained following the Closing and by the End Date, (1) CCIA and CLNC Advisors shall deliver, or cause to be delivered, the NY Office Sublease to the other party thereto within two (2) Business Days of the later to occur of (i) the date that CCIA and CLNC have negotiated to completion the NY Office Sublease and (ii) the date of receipt of the NY Landlord Consent, (2) on the date of delivery of the NY 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 fees to the LA Landlord or 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.