Common use of Subletting Clause in Contracts

Subletting. After the Closing Date for any Property, the Lessee may sublease such Property or any portion thereof to any Person; provided, however, that: (a) no such sublease or other relinquishment of possession of any Property shall in any way discharge or diminish any of the obligations of the Lessee to the Lessor and the other Participants under this Lease and the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a party; (b) each sublease of any Property shall expressly be made subject to and subordinated to this Lease and to the rights of the Lessor hereunder; (c) such sublease shall expressly provide for the immediate surrender of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at or prior to the earlier of (i) the Expiration Date and (ii) the termination of this Lease pursuant to a Lease Event of Default unless the Lessee shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this Lease.

Subletting. After the Closing Date for any Property, the Lessee may sublease such Property or any portion thereof to any Person; provided, however, that: (a) Tenant shall not sublease all or any part of the Premises, or suffer or permit the Premises or any part thereof to be subleased to or used by others, without the prior written consent of Landlord in each instance. If the Premises or any part thereof be sublet to or occupied by anybody other than Tenant, Landlord may, at Landlord's option, collect rent from the subtenant or occupant, and apply the net amount collected to the rent herein reserved, but no such sublease subletting, occupancy or other relinquishment collection shall be deemed a waiver of possession of any Property shall in any way discharge this covenant, or diminish any the acceptance of the obligations subtenant or occupants, or a release of Tenant from the Lessee further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to sublet shall not be construed to relieve Tenant from obtaining the Lessor and the other Participants under this Lease and the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents express consent in writing of Landlord to which it is a party; any further subletting. (b) each If Tenant desires to sublease all or substantially all of any Property the Premises, Tenant shall expressly be made subject first give notice to Landlord of the proposed transaction and subordinated the term thereof, and Landlord shall have the right, by notice to Tenant within 30 days after receipt of Tenant's notice, to terminate this Lease. If Tenant desires to sublease less than substantially all of the Premises, Tenant shall first give notice to Landlord as aforesaid, and Landlord shall have the right to terminate this Lease and with respect to the rights portion of the Lessor hereunder; (c) such sublease shall expressly provide for the immediate surrender Premises proposed to be subleased, as of the applicable Property intended effective date of the proposed sublease; provided however that upon receipt of a termination notice under this sentence, Tenant may, by notice to Landlord within ten days thereafter, withdraw its partial subleasing request, in which event the Lessor after termination notice from the Lessor shall be deemed rescinded. If Landlord exercises its right to terminate this Lease with respect to such sublessee portion of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at or prior to the earlier of Premises, then (i) the Expiration Date Base Rent and Tenant's Proportionate Share shall be proportionally reduced, and an adjustment shall be made for amounts, if any, paid in advance and applicable to the portion of the Premises no longer leased by Tenant, and (ii) the termination number of this Lease pursuant to a Lease Event of Default unless the Lessee shall have exercised its Purchase Option and purchased the Property parking spaces available for Tenant's use pursuant to Section 18.111 hereof shall be proportionally reduced. On the Closing Date for certain PropertiesIf Landlord elects not to so terminate this Lease, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior then Landlord shall not unreasonably withhold its consent to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases proposed subletting. (c) Anything herein to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign contrary notwithstanding, without Landlord's prior consent but upon at least ten days' prior notice to Landlord, Tenant may sublease part or all such subleases of the Premises to an entity, which controls, is controlled by or under common control with Tenant, as the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this Leaseterm "control" is construed under the Federal securities laws.

Subletting. After Subject to all of the Closing Date for any Propertyprovisions of this Lease Agreement, Tenant shall not sublet, license, or permit the Lessee may sublease such Property use or occupancy of, all or any portion thereof of the Premises without the prior written consent of the Landlord, which consent, shall not be unreasonably withheld, conditioned or delayed. Tenant shall have no right to any Person; provided, however, that: (a) no such sublease or other relinquishment of possession of any Property shall in any way discharge or diminish assign this Lease Agreement nor any of its rights hereunder, nor may same be assigned or pass to another by operation of law, and any attempt to so assign, without the obligations express prior consent of the Lessee Landlord, shall be utterly void. If Tenant desires to the Lessor and the other Participants under this Lease and the other Operative Documents and the Lessee effectuate a sublease, Tenant shall remain directly and primarily liable under this Lease and the other Operative Documents deliver a notice to Landlord, which it is a party; (b) each sublease of any Property shall expressly be made subject to and subordinated to this Lease and to the rights of the Lessor hereunder; (c) such sublease shall expressly provide for the immediate surrender of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at or prior to the earlier of include (i) the Expiration Date commencement date and termination date of such sublease and the rent per square foot, (ii) a true and complete statement reasonably detailing the termination identity of the proposed sublessee, the nature of its business and its proposed use of the Premises, (iii) current financial information with respect to the sublessee, including its most recent financial statements, and (iv) the form of agreement by which the sublease will be effected. Landlord shall be entitled to fifty percent (50%) of any consideration payable under the sublease which exceeds the Base Rental (pro rated on a per square foot basis for the portion of the Premises subject to such sublease) accruing hereunder during the term of the sublease after first deducting the monthly amortized costs incurred by Tenant to prepare the subleased premises for occupancy by such subtenant and the amount of the reasonable out-of-pocket brokerage and attorneys' fees incurred by Tenant in connection with such sublease. The sums payable under this Section shall be paid by Tenant to Landlord monthly as and when paid from the subtenant to Tenant. The obligation to obtain Landlord's prior consent and Landlord's right to share in profit shall not apply to (i) transactions with a business entity, into or with which Tenant is merged or consolidated, or to which all or substantially all of Tenant's assets are transferred, so long as (A) such transfer was made for a legitimate independent business purpose and not primarily for the purpose of transferring this Lease; (B) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the net worth of Tenant immediately prior to such merger, consolidation or transfer; and (C) proof satisfactory to Landlord of such net worth is delivered to Landlord at least ten (10) days prior to the effective date of any such transaction. Landlord's consent to any sublease shall not relieve Tenant from the obligation to obtain Landlord's consent to any further sublease. Notwithstanding any sublease or assignment, Tenant shall remain fully liable for the payment of all Rental and for the performance of all the terms, covenants and conditions contained in this Lease on Tenant's part to be observed and performed, and any default under any term, covenant or condition of this Lease pursuant by any sublessee or assignee shall be deemed to be a default under this Lease Event of Default unless the Lessee shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this Leaseby Tenant.

Subletting. After Tenant shall not sublet any or all of the Closing Date for Property without the prior written consent of Landlord, which may be withheld by Landlord in its sole discretion and any Property, the Lessee may sublease such Property or any portion thereof to any Personpurported subletting shall be void; provided, however, thatthat Tenant may, without Landlord’s consent, sublet to an Affiliate of Tenant (a “Sublease” and each subtenant thereunder, a “Subtenant”) so long as each Sublease contains the following provisions: (ai) no such sublease the Sublease is subject and subordinate to this Lease; (ii) the Sublease shall not contain any terms inconsistent with this Lease (or other relinquishment if so, the terms of possession this Lease shall control); (iii) the rent due under any Sublease shall be fixed rent and shall not be based on the net profits of any Property Subtenant; (iv) the Sublease shall in any way discharge terminate upon the expiration or diminish any sooner termination of the obligations of the Lessee to the Lessor and the other Participants under this Lease and the other Operative Documents and the Lessee (including any renewals hereof); (v) Tenant shall at all times remain directly and primarily liable under this Lease and the other Operative Documents to which it is a partyirrespective of any Sublease; (bvi) each sublease of any the related Property shall expressly be made subject to used and subordinated to this Lease and to the rights of the Lessor hereunder; (c) such sublease shall expressly provide for the immediate surrender of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of occupied only as a Lease Event of Default and a request for such surrenderPermitted Facility; and (dvii) shall not (A) be for a term of more than one year, provided it may auto-renew on a year-to-year (or shorter) basis, so long as not more than 90 days’ prior written notice is required to terminate the such sublease shall expressly provide for automatic termination at or Sublease prior to the earlier applicable auto-renewal, or (B) be for a term of more than three years but shall be terminable by Tenant upon 90 days' notice with or without cause. Tenant covenants and agrees that: (iA) Tenant shall observe and timely perform all of its obligations as the Expiration Date landlord or sublandlord under each Sublease in compliance with the terms thereof; (B) Tenant shall promptly provide Landlord with any notice of default received from Tenant by any Subtenant or any notice of default sent by Tenant to any Subtenant; (C) Tenant shall furnish Landlord with any and all information requested by Landlord reasonably necessary for a determination of the status of any Sublease; (D) Tenant shall provide Landlord with copies of each Sublease and any amendments thereto within five (5) Business Days of execution thereof; and (iiE) the termination of this Lease pursuant to a Lease Event of Default unless the Lessee Tenant shall have exercised its Purchase Option indemnify, defend and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this LeaseSublease.

Subletting. After Notwithstanding anything in Section 9.1 above to the Closing Date for contrary, in the event at any Propertytime during the term of this Lease, Lessee desires to sublet the Premises, Lessee shall notify Lessor in writing not less than sixty (60) days in advance of the proposed sublease date, designating the identity of the prospective sublessee and the terms of the proposed sublease. Lessor shall be allowed thirty (30) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt of Lessee’s notice within which to approve the proposed sublease. Lessor reserves the prior right and option to require the Lessee may sublease such Property or any portion thereof to any Personsublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under this Lease; provided, however, that: (a) no should Lessee choose to sublease the Premises at a reduced rate, Lessee shall continue to pay to Lessor the full amount due. In the event Lessor approves the sublease identified in Lessee’s notice, all of the provisions of Section 9.1 above respecting subletting shall continue to be in full force and effect; and nothing contained in this Section 9.3 shall be construed as a waiver by Lessor of any of its rights under Section 9.1 above. In the event Lessor approves a sublease, the sublessee may not subsequently sublease the Premises or any part thereof or assign its rights under the sublease to any other party. Lessee agrees to reimburse Lessor for any reasonable direct costs incurred by Lessor in connection with Lessee’s request to sublease the Premises, including but not limited to reasonable attorney’s fees. To the extent Lessor approves a sublease, any rent paid by the sublessee that is in excess of the amount that would otherwise be due and owing from Lessee for such sublease or other relinquishment of possession of any Property shall in any way discharge or diminish any of the obligations of the Lessee to the Lessor and the other Participants space under this Lease and the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a party; (b) each sublease of any Property shall expressly be made subject to and subordinated to this Lease and to the rights of the Lessor hereunder; (c) such sublease shall expressly provide for the immediate surrender of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at or prior to the earlier of (i) the Expiration Date and (ii) the termination of this Lease pursuant to a Lease Event of Default unless the Lessee shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this Lease, such excess amount shall be paid by Lessee to Lessor.

Subletting. After The Lessee shall not rent, license, or sublet the Closing Date for any Property, the Lessee may sublease such Property whole or any portion thereof to any Personof the premises, without the prior written approval of the Board; provided, however, that: (a) no such sublease or other relinquishment that prior to this approval, the Board shall have the right to review and approve the rent to be charged to the proposed sublessee and licensee and that in the case where the Lessee is required to pay rent based on a percentage of possession of any Property shall in any way discharge or diminish any its gross receipts, the receipts of the obligations sublessee and licensee or any subsequent sublessees and licensees shall be included as part of the Lessee Lessee’s gross receipts, and the Board shall have the right to revise the rent for the premises based upon the rental rate charged to the Lessor sublessee and licensee including the other Participants under this Lease percentage rent, if applicable, and provided, further, that the other Operative Documents and rent may not be revised downward. For good cause, the Board may waive the requirement that the Lessee shall remain directly obtain prior written approval to rent, license, or sublet all or any portion of the premises. The Lessor will share in the gross revenues from subleases and primarily liable licenses at the rate of thirty percent (30%) for the first sublease and license, forty percent (40%) for the second sublease and license, and fifty percent (50%) for the third and subsequent sublease and licenses.” Currently, there are four active subleases under GL S-4588;1 to ▇▇▇▇▇▇▇ Hawaii-Three, Inc., the United States Secret Service, Salem Media of Hawaii, Inc. and Blow Up, LLC.2 Therefore, the two (2) sublessees mentioned in this Lease request, Blow Up, LLC and Polynesian Broadcasting, Inc. are the other Operative Documents fifth and sixth sublessees, which trigger a sandwich rent of 50% to which it is a party; (b) each sublease of any Property shall expressly be made subject to and subordinated to this Lease and collected by the State pursuant to the rights above-mentioned amendment regarding subletting. The Sublessor should remit $6,000.00 annually ($500.00 per month) for Blow Up, LLC and $6000.00 annually for Polynesian Broadcasting, Inc. to the State. This will be an additional sublease to Blow Up, LLC as they are seeking a second site on another tower separate from the tower they are currently occupying. A map showing the proposed locations of the Lessor hereunder; (c) such sublease shall expressly subleases is attached as Exhibit B. As noted previously, both licensee agreements provide for options to extend past the immediate surrender term of the master lease GL 4588. Staff recommends that the consents granted by the Board be applicable Property up to June 5, 2038, i.e., the Lessor after notice from the Lessor to such sublessee expiration of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at or prior to the earlier of (i) the Expiration Date and (ii) the termination of this Lease pursuant to a Lease Event of Default unless the Lessee shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Datemaster lease. The Lessee shallintends to seek a new lease to continue use of the leased premises upon the expiration of GL 4588. Furthermore, prior ▇▇▇▇▇▇ understands that any sublease will be subordinate to the Closing Date master lease and in the event they do not obtain a new lease, the Lessee will be responsible for any such Property, fully disclose the existence removal of such subleases to each Participant, provide true and correct copies all improvements upon the expiration of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial termsGL 4588. The Lessee shall collaterally assign all such subleases to license agreements between the Lessor Licensor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this Lease.Licensees contain the following provision:

Subletting. After (a) The Lessee shall not sublet the Closing Date for any Property, the Lessee may sublease such Property or any portion thereof part thereof, unless (i) at the time of any such sublease, no Default, Environmental Event, Unwind Event or Event of Default shall have occurred and be continuing and no Termination Notice has been delivered or has been deemed to have been delivered; (ii) any Person; provided, however, that: (a) no such sublease shall by its terms be expressly made subject and subordinate to the terms of this Lease and shall expire on or other relinquishment of possession of any Property shall in any way discharge or diminish any before the last day of the Lease Term; (iii) the Lessee shall provide the Lessor sixty (60) days prior to the effective date of such sublease with notice of such sublease; (iv) the Lessee shall provide the Lessor ten (10) Business Days prior to the effective date of such sublease with a conformed copy of the instrument creating such sublease; (v) the Lessor has consented to such sublease such consent not to be unreasonably withheld; and (vi) the Final Completion Date shall have occurred. (b) No sublease pursuant to this paragraph 17 shall modify or limit any right or power of the Lessor hereunder or affect or reduce any obligation of the Lessee hereunder, and all such obligations of the Lessee to the Lessor shall continue in full force and the other Participants under this Lease effect as obligations of a principal and the other Operative Documents and not of a guarantor or surety, as though no subletting had been made or occupancy permitted. (c) If the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a party; (b) each sublease of request, in connection with any Property shall expressly be made subject to and subordinated to this Lease and to the rights of sublease, that the Lessor hereunder; (c) execute an attornment and non-disturbance agreement with respect to such sublease, the Lessor shall consider each such sublease shall expressly provide for the immediate surrender on a case-by-case basis and may give its consent to its execution and delivery of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default an attornment and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at or prior to the earlier of (i) the Expiration Date and (ii) the termination of this Lease pursuant to a Lease Event of Default unless the Lessee shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial termsnon-disturbance agreement. The Lessee shall collaterally assign all such subleases not mortgage, pledge or otherwise encumber its interest in and to this Lease or in and to any sublease or the Lessor rentals payable thereunder without the prior written consent of the Lessor. Any sublease made, and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate any mortgage, pledge or assignment of the Lessee's interest hereunder or under any such sublease to granted, otherwise than as expressly permitted by this Leaseparagraph 17, shall be null and void and of no force or effect.

Subletting. After Tenant may not sublet the Closing Date for any Property, the Lessee may sublease such Property Leased Premises or any part thereof without the prior written consent of Landlord, which shall not be unreasonably withheld. In any event, Tenant shall not advertise or publicize the Leased Premises for subletting whether through a broker, agent, representative or otherwise at a rental rate less than that for which space in the Europa Center is being offered for rent by Landlord. If Tenant seeks to sublet all or any part of the Leased Premises, then the following shall apply: (1) Prior to entering into any sublease, Tenant shall notify Landlord in writing of its intent to sublet all or a portion thereof of the Leased Premises, such notice to include a copy of the proposed sublease. At any Person; providedtime within fifteen (15) business days afer service of said notice, however, Landlord shall notify Tenant that: (ai) no such it consents to the sublease; or (ii) it refuses to consent to the sublease; or (iii) with respect to a proposed sublease or other relinquishment of possession of any Property shall in any way discharge or diminish any of the obligations entire Rented Space, that it terminates this Lease effective as of the Lessee beginning of the proposed sublease term, which Landlord shall be fully empowered to do, at Landlord's option, if Tenant seeks to sublet the entire Rented Space; or (iv) with respect to a proposed sublease of part of the Rented Space, that, effective as of the beginning of the sublease term, it amends the Lease to reduce the Rented Space by the portion of the Rented Space proposed to be sublet and further amends the Lease because of the reduction of the Rented Space so that all calculated items are reduced proportionately to the Lessor and reduction in the other Participants under this Lease and Rentable Square Feet of the other Operative Documents and Rented Space. (2) If the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents Landlord refuses to which it is a party; (b) each sublease of any Property shall expressly be made subject to and subordinated to this Lease and consent to the rights of proposed sublease, it shall state the Lessor hereunderreason(s) why the proposed sublease is unacceptable; (c) such sublease however, ▇▇▇▇▇▇▇▇'s refusal shall expressly provide for the immediate surrender of the applicable Property be final and controlling. If Landlord consents to the Lessor after notice from proposed sublease, then the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease following shall expressly provide for automatic termination at or prior to the earlier of apply: (i) if Tenant shall sublet the Expiration Date Leased Premises at a rental or other economic benefit in excess of the then current Base Rent, Fifty percent (50%) of such excess shall be for benefit of Landlord and (ii) the termination of this Lease pursuant shall be paid to a Lease Event of Default unless the Lessee shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for Landlord in cash promptly when due under any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to as additional rent due under this Lease.

Subletting. After the Closing Date for any Property(a) Except as provided in clause 3.2, the Lessee may sublease such Property must not sublease, or grant a licence in respect of, its interest in the Extension Infrastructure or any portion thereof part of it. (b) Subject to clauses 15.3(c) and 15.3(d), the Sublessee may sublease, or grant a licence in respect of, its interest in the Extension Infrastructure or any Person; providedpart of it to a person (the Sub-sublessee) if: (i) the use of the Extension Infrastructure or that part of it (as the case may be) which is permitted under the sublease or licence is consistent with the Permitted Use; (ii) the Sub-sublessee has, however, that: (a) no or will obtain immediately following the granting of such sublease or licence, all Authorisations necessary for the Sub-sublessee to use the Extension Infrastructure or that part of it for the use which is permitted under the sublease or licence or otherwise has, or will have immediately following the granting of such sublease or licence, the benefit of such Authorisations where they are held by another person; (iii) the sublease or licence prohibits the Sub-sublessee from creating or allowing to subsist a Security Interest (other relinquishment of possession of any Property shall in any way discharge or diminish than a Permitted Lien) over any of the obligations Sub-sublessee's rights under the sublease or licence or over any of the Lessee to Sub-sublessee's right, title or interest in the Extension Infrastructure or any part of it without the prior written consent of the Lessor and (such consent not to be unreasonably withheld or delayed or given subject to unreasonable conditions); (iv) the other Participants sublease or licence is granted in accordance with all applicable Laws; (v) the sublease or licence expressly acknowledges the rights of the Lessor under this Lease Agreement and that the other Operative Documents and rights of the Lessee shall remain directly and primarily liable Sub- sublessee under this Lease and the other Operative Documents to which it is a party; (b) each sublease of any Property shall expressly be made or licence are subject to and subordinated to this Lease and subordinate to the rights of the Lessor hereunderunder this Agreement; and (vi) under the sublease or licence the Sub-sublessee covenants not to do anything which would cause a breach of this Agreement on the part of the Lessee or Sublessee. (c) such Despite any sublease shall expressly provide for the immediate surrender of the applicable Property or licence permitted or consented to by the Lessor after notice from under clause 15.3(b), as between the Lessor and the Sublessee, the Sublessee continues to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and be bound to comply with all its obligations under this Agreement. (d) such sublease shall expressly provide for automatic termination at The Sublessee must not, except with the Lessor's prior written consent, sublease, or prior to grant a licence in respect of, its interest in any part of the earlier of (i) the Expiration Date and (ii) the termination of this Lease pursuant Extension Infrastructure to a Lease Event person where that person is or, if the sublease or licence is granted, that person will become, the holder of Default unless a Major Authorisation in respect of that part of the Lessee shall have exercised its Purchase Option and purchased Extension Infrastructure in circumstances where another person holds at the Property pursuant to Section 18.1. On same time a Major Authorisation in respect of that part of the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this LeaseExtension Infrastructure.

Subletting. After Tenant, voluntarily or involuntarily, shall not assign this Lease, or sublet, license, mortgage or otherwise encumber or convey the Closing Date for any Property, the Lessee may sublease such Property Premises or any portion thereof to thereof, or permit the occupancy of all or any Person; provided, however, that: portion of the Premises other than by the Tenant (a) no such sublease all or other relinquishment of possession of any Property shall in any way discharge or diminish any of the obligations foregoing actions are referred to as “Transfers”, and all or any of assignees, transferees, licensees, and other such parties are referred to as “Transferees”) without obtaining, on each occasion, the prior written consent of the Lessee Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Any Transfer without such consent shall be null and void and of no effect whatsoever. Notwithstanding the provisions of this Section 5.8, this Lease may be assigned, or the Premises may be sublet, in whole or in part, after prior notice to Landlord but without consent of the Landlord and without any termination right of the Landlord being applicable thereto, (i) to any corporation or other entity into or with which Tenant may be merged or consolidated or to any corporation or entity to which all or substantially all of the Tenant’s assets will be transferred, or (ii) to any corporation or other entity which is an affiliate, subsidiary, parent or successor of Tenant, provided in all such cases the surviving corporation or entity shall provide reasonable evidence that it has a creditworthiness at least equal to the Lessor greater of the net worth of Tenant (i) as of the date of such corporate transaction, and (ii) as of the other Participants under date of this Lease and shall agree in writing with the Landlord to be bound by all of the terms and conditions of this Lease (all of the foregoing being referred to as a (“Permitted Transfer”). Unless Landlord’s consent specifically provides otherwise with respect to a particular proposed Transferee, Tenant shall not offer to make or enter into negotiations with respect to a Transfer to any of the following: (i) a tenant in the Building or any other Operative Documents building owned, managed or controlled by Landlord; (ii) any party with whom Landlord or any affiliate of Landlord is then negotiating with respect to space in the Building or any other building owned, managed or controlled by Landlord or an affiliate of Landlord; or (iii) any party which would be of such type, character or condition as to be inappropriate, in Landlord’s reasonable judgment, as a tenant for a first class office building. Tenant’s request for consent to a Transfer shall include a copy of the proposed Transfer instrument together with a statement of the proposed Transfer in detail satisfactory to Landlord, together with reasonably detailed financial, business and other information about the Lessee proposed Transferee. Tenant shall pay to Landlord, as Additional Rent, Landlord’s reasonable legal fees and other expenses incurred in connection with any proposed Transfer (except a Permitted Transfer), including fees for review of documents and investigations of proposed Transferees. Notwithstanding any such Transfer, the original Tenant named herein shall remain directly and primarily liable obligated under this Lease. If Tenant enters into any Transfer including a Permitted Transfer with respect to the Premises (or any part thereof), such Transferee shall be liable, jointly and severally, with Tenant, to the extent of the obligation undertaken by or attributable to such Transferee, for the performance of Tenant’s agreements under this Lease (including payment of Rent under the Transfer), and every Transfer shall so provide, without relieving or modifying Tenant’s liability hereunder. The foregoing provision shall be self-operative, but in confirmation thereof, such Transferee shall execute and deliver such instruments as may be reasonably required by Landlord to acknowledge such liability. Landlord may collect Rent from the other Operative Documents to which it is a party; (b) each sublease of any Property shall expressly be made subject to Transferee and subordinated to this Lease and apply the net amount collected to the rights Rent and other charges hereunder, but no such assignment or collection shall be deemed a waiver of the Lessor hereunder; (c) such sublease shall expressly provide provisions of this Section 5.8, or the acceptance of the Transferee as a tenant, or a release of Tenant from direct and primary liability for the immediate surrender further performance of the applicable Property Tenant’s covenants hereunder. The consent by Landlord to the Lessor after notice a particular Transfer shall not relieve Tenant from the Lessor requirement of obtaining the consent of Landlord to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at or prior to the earlier of (i) the Expiration Date and (ii) the termination of this Lease pursuant to a Lease Event of Default unless the Lessee shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this Leasefurther Transfer.

Subletting. After The Tenant may from time to time during the Closing Date Term enter into subleases, licenses, concessions and occupancy agreements or agreements for any Propertysubleases, licenses, concessions and occupancy agreements with respect to the Lessee may sublease Stadium Component (collectively, “Subleases” and individually, a “Sublease”) in the prudent course of the Tenant’s business in respect of the Stadium Component, at rents or other compensation (collectively in this Section 13.2, “rent”) and on such Property or any portion thereof terms and conditions and with such Subtenant as the Tenant, acting reasonably, considers appropriate having regard to any Person; providedall circumstances at the time of entering into a Sublease, however, provided that: : (a) no such sublease the Tenant shall not enter into a Sublease the purpose or other relinquishment result of possession of any Property shall which is to circumvent the limitations on Disposition set out in any way discharge Section 13.1 or diminish any the restriction on Encumbrances set out in Section 13.9; (b) except for the Subleases to the CFL Partnership and the Ottawa 67’s Partnership or as otherwise permitted under the terms of the obligations Project Agreement, each Sublease shall be made with a Subtenant that is at Arm’s Length to the Tenant on Arm’s Length terms and conditions which are commercially reasonable and reflective of prevailing market conditions at the time the Sublease is entered into or, if applicable, renewed by the Tenant and the Subtenant, or which Subtenant and terms and conditions have been Approved by the Landlord; (c) the Subleases to the CFL Partnership and the Ottawa 67’s Partnership shall be on terms and conditions that have been Approved by the Landlord; (d) every Sublease entered into by the Tenant prior to the expiry of the Lessee to Initial Term shall expire on or before the Lessor expiry of the Initial Term; (e) the Subtenant’s permitted uses of the sublet premises shall comply with the provisions of Section 9.1 and otherwise with the other Participants under provisions of this Lease and the other Operative Documents remaining terms of the Sublease shall be in compliance with this Lease; (f) the Tenant covenants and the Lessee agrees that each Sublease shall remain directly and primarily liable under this Lease and the other Operative Documents to which provide that: (i) it is a party; (b) each sublease of any Property shall expressly be made subject to and subordinated this Lease; (ii) subject to this Lease and Section 13.2(f)(iii), the Subtenant will not pay rent or other sums under its Sublease with the Tenant for more than three (3) months in advance (in addition to the rights final month’s rent of the Lessor hereunder; Sublease term as a security deposit), except as Approved by the Landlord; (ciii) any rent or other sums payable by a Subtenant pursuant to its Sublease may be paid more than three (3) months in advance on the condition that such sublease payments are held in a trust account. The Tenant shall expressly provide for the immediate surrender not be permitted to withdraw funds from such trust account more than (3) months in advance of the applicable Property date upon which such funds are due to the Lessor after notice from Tenant under the Lessor Sublease; and (iv) the Subtenant shall attorn to such sublessee the Landlord and, at the request of the occurrence Subtenant, the Landlord shall execute and deliver a non-disturbance agreement in consideration thereof in form satisfactory to the Landlord, acting reasonably; (g) the Tenant shall provide the Landlord with copies of all Subleases entered into during each Lease Year, within a period of fifteen (15) days following such Lease Event Year. In addition, the Landlord shall be entitled to inspect copies of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination all existing Subleases at or the offices of the Tenant during regular business hours upon reasonable prior written Notice to the Tenant at any time prior to the earlier expiry of the Term. Copies of each Sublease provided by the Tenant to the Landlord shall, at the Tenant’s option, be either a signed original copy or a notarially certified true copy of such Sublease. The Landlord acknowledges that any and all financial information contained in the Subleases which the Tenant delivers to the Landlord in accordance with its obligations set out in this subparagraph, and any and all financial information contained in the Subleases which the Landlord may inspect, are designated by the Tenant as “strictly confidential”; (h) no Sublease shall release or impair the continuing obligations of the Tenant hereunder or purport to extend beyond the Term hereof, without the prior written consent of the Landlord; and (i) the Expiration Date Tenant shall not enter into any Sublease, the terms and (ii) conditions of which are contrary to the termination requirements of this Lease pursuant to a Lease Event of Default unless the Lessee shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to 13.2 or otherwise in this Lease.

Subletting. After In the Closing Date event the Tenant desires the Landlord's consent to the subletting of all or any part of the premises for any Propertypart of the term of this Lease with respect thereto, the Lessee Tenant shall notify the Landlord of the name of the proposed subtenant, such information as to the proposed subtenant's business, financial responsibility and standing as the Landlord may sublease require, and of the covenants, agreements, terms, provisions and conditions of the proposed subletting, which notice shall (except in the case of a proposed subletting to a subsidiary or affiliate of the Tenant) contain an offer to vacate and surrender, as of the Special Surrender Date (as hereinafter defined), either (i) if the Tenant proposes to sublet only a part of the premises, the space to be demised by the proposed sublease, together with such Property other space, if any, as is demised to the Tenant by this Lease as may be reasonably required for public corridors, toilets and core facilities serving the space so proposed to be sublet (said spaces(s) being herein collectively called a "Partial Space"), or any portion thereof (ii) if the Tenant proposes to any Personsublet the entire premises, the entire premises. The term "Special Surrender Date" as used in this Article, shall mean a date to be specified in such notice from the Tenant; provided, however, that: said specified date shall be (a) no the last day of a calendar month during the term hereof with respect thereto, and (b) not earlier than a date occurring 120 days after the giving of such sublease or other relinquishment notice and not later than the date for the commencement of possession the term of any Property the proposed subletting. The Landlord may accept such offer by a notice given to the Tenant within 30 days after the receipt of such notice from the Tenant. If the Landlord accepts such offer and such offer pertains to a Partial Space, then effective as of the Special Surrender Date, this Lease shall in any way discharge or diminish be deemed modified so that the term and estate granted by this Lease with respect to such Partial Space (unless the same shall have expired sooner pursuant to any of the obligations other conditions of the Lessee to the Lessor and the other Participants under this Lease and the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a party; (b) each sublease of any Property shall expressly be made subject to and subordinated to this Lease and to the rights of the Lessor hereunder; (c) such sublease shall expressly provide for the immediate surrender of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at limitation or prior to the earlier of (i) the Expiration Date and (ii) the termination provisions of this Lease or pursuant to law) shall expire on the Special Surrender Date with the same effect as if the Special Surrender Date were the date specified in this Lease for the expiration of the term of this Lease with respect to such Partial Space and the annual fixed rent payable hereunder, to the extent that such fixed rent relates to such Partial Space and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease, shall be abated at the Applicable Rental Rate (as hereinafter defined) for each square foot of the rentable area of the Partial Space from and after the Special Surrender Date. If the Landlord accepts such offer pertaining to a Partial space, the Landlord agrees that any tenant of the Partial Space shall have a separate entrance to the Partial Space and shall not have to pass through the Tenant's premises. If the Landlord accepts such offer and such offer pertains to the entire premises, then this Lease Event of Default shall be deemed modified so that the term and estate granted by this Lease (unless the Lessee same shall have exercised its Purchase Option and purchased the Property expired sooner pursuant to Section 18.1. On any of the Closing conditions of limitation or other provisions of this Lease or pursuant to law) shall expire on the Special Surrender Date with the same effect as if the Special Surrender Date were the date specified in this Lease for certain Properties, such Properties may the expiration of the term hereof and the fixed rent payable hereunder shall be subject to existing subleases apportioned as of the terms of which may extend beyond the Expiration Special Surrender Date. The Lessee shall, prior to the Closing Date for any such Property, fully disclose the existence Tenant shall terminate its occupancy of such subleases to each ParticipantPartial Space or the premises, provide true and correct copies of such subleases to as the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to case may be, not later than the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this LeaseSpecial Surrender Date.

Subletting. After Tenant shall not sublet the Closing Date for whole or any Propertypart of the Premises without Landlord's prior written consent, Ln the Lessee may event Tenant intends to sublease such Property all or any portion thereof of the Premises, Tenant shall take the following actions: A. Tenant shall first notify Landlord in writing of its intention prior to any Person; providedadvertising of same, howeverhiring of brokers or contacting of potential subtenants. Such notice shall identify the space proposed to be sublet, that: which space must be a legally leaseable unit in compliance with all applicable ordinances and codes, and shall state the date on which Tenant requests that the sublet commence, which date shall be no less than one hundred eighty (a180) no after the date of Tenant's notice. B. Landlord shall have thirty (30) days following the receipt of such sublease or other relinquishment notice to notify Tenant whether it elects to recapture the space Tenant has proposed to sublet. Landlord's failure to send such notice within such thirty (30) day PERIOD shall be deemed to mean Landlord has not elected to recapture the space. C. In the event the Landlord elects to recapture the space, it shall notify Tenant of possession its intent by service of any Property shall in any way discharge or diminish any a written notice of cancellation terminating that portion of the obligations Lease covering the space Landlord has chosen to recapture, which may include all or any lesser portion of the Lessee space Tenant has proposed to sublet. In such event Landlord agrees that the space not recaptured by Landlord shall be a legally leaseable unit. Tenant shall pay all costs or any construction necessary to accomplish the division of the space. The termination of the Lease as to the Lessor recaptured space shall be effective on the oat. specified by Landlord in its notice which shall be no later than the date on which Tenant requests that the sublet commence in accordance with paragraph 9.02A hereof. D. In the event that Landlord elects to recapture any proposed sublet space under these provisions, the Adjusted Monthly Base Rent shall be adjusted as of the termination date designated in the cancellation notice on the basis or the number of square feet of rentable area retained by Tenant in proportion to the number of square feet or rentable area contained in the Premises, as described in this Lease, and the other Participants under this Lease as so amended shall continue thereafter in full force and effect. E. In the other Operative Documents and event that Landlord elects not to recapture part or all of the Lessee proposed sublet space, Landlord shall remain directly and primarily liable so notify Tenant as set forth in Subsection 9.02B above. Provided Tenant is not in default under this the Lease and the other Operative Documents to which it is a party; (b) each sublease not fully complied with all of any Property shall expressly be made subject to and subordinated to this Lease and to the rights of the Lessor hereunder; (c) such sublease shall expressly provide for the immediate surrender of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at or prior to the earlier of (i) the Expiration Date and (ii) the termination of this Lease pursuant to a Lease Event of Default unless the Lessee shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which this Section 9.02, Tenant may extend beyond the Expiration Date. The Lessee shall, prior then proceed to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor contact potential subtenants and shall use reasonable commercial efforts have the option to obtain from each such sublessee agreements to subordinate such sublease to this Leasesublet the non-recaptured space in accordance with the following provisions: (I) Tenant shall bear all costs and expenses associated with the subletting, including, without limitation, any and all costs and expenses incurred by Landlord (if any).

Subletting. After Tenant shall have the Closing Date for any Propertyright, subject to approval of the Lessee may sublease such Property Landlord which consent shall not be unreasonably withheld, conditioned or delayed, to sublet all or any portion thereof to any Person; of the Premises or grant a license therein provided, however, that: (ai) no such sublease or other relinquishment of possession of any Property shall Tenant is not in any way discharge or diminish any default of the obligations Lease beyond any applicable cure period (ii) Tenant provides Landlord with prior written notice of the Lessee to the Lessor and the other Participants under this Lease and the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a party; Sublease or license, at least thirty (b30) each sublease of any Property shall expressly be made subject to and subordinated to this Lease and to the rights of the Lessor hereunder; (c) such sublease shall expressly provide for the immediate surrender of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at or days prior to the earlier commencement date of the sublease or license (iii) Tenant delivers to Landlord an executed copy of the sublease or license by the commencement date of the sublease or license (iv) Tenant remains liable under the Lease (v) if the Basic Rent and Additional Rent charged by the Tenant to the Subtenant under the Sublease should exceed the amount of Basic Rent and Additional Rent the Tenant is required to pay the Landlord under the Lease, the Tenant agrees to share any excess proceeds equally with the Landlord, 50%-50%, after deducting Tenant's reasonable costs (subject to approval by the Landlord, such approval not be unreasonably withheld) for attorney's fees, brokerage commissions and Tenant's improvements associated with the Sublease of the Premises (vi) Tenant reimburses Landlord for all reasonable legal fees incurred in reviewing all documents related to the Sublease. Notwithstanding the provisions of (S)26 hereafter, Landlord shall, at Tenant's Request, provide Tenant with (i) an Estoppel Certificate stating whether Landlord knows of any Default under the Expiration Date and Lease at the time of the proposed subletting (ii) the termination of this Lease pursuant to a Lease Event of Default unless the Lessee shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this Leaseor assignment as hereinafter provided).

Subletting. After (A) The Tenant may sublet the Closing Date for any Property, the Lessee may sublease such Property whole or any portion thereof part of the Demised Premises subject to the following: (B) In the event that the Tenant desires to sublease the whole or any part of the Demised Premises to any Person; providedother party, howeverthen Tenant shall first offer to terminate the Lease and surrender the Demised Premises to the Landlord, that: by a written offer to Landlord to terminate the Lease and surrender the Demised Premises, on a specified date which shall be not less than ninety (a90) no days from the date of the giving of such notice nor more than one hundred twenty (120) days after such date. Landlord shall give written notice to Tenant of its acceptance or rejection of such offer, within sixty (60) days of the receipt of such written offer from the Tenant, and if the Landlord accepts said offer, this Lease shall terminate on the date set forth in the aforesaid offer to Landlord to terminate the Lease and the Tenant shall surrender the Demised Premises to the Landlord on said specified date, and each party shall be released from all obligations under the Lease except those which have accrued or shall accrue prior to the date of termination and surrender. In the event of such termination of the Lease, rent and other charges due and owing hereunder shall be apportioned as of the date of such termination and any part of the Lease deposit made under this Lease which shall not have been returned or applied under the terms thereof, or which may not be required to bring about performance of Tenant's obligations under the terms of this Lease, shall be returned to the Tenant. (C) If Landlord rejects Tenant's offer of termination and surrender, or fails to give notice of its intention to accept or reject same, within the sixty (60) day period provided for above, Tenant shall have the right to underlet the whole or any part of the Demised Premises for a use permitted hereunder, but only with the written consent of the Landlord first had and obtained, on the basis of the following terms and conditions (1) A copy of the sublease or other relinquishment of possession of any Property shall in any way discharge or diminish any be furnished to the Landlord which shall provide that said sublease assumes all of the obligations of this Lease. (2) The Tenant shall be and remain liable for the Lessee observance of all of the covenants and provisions of this Lease, including but not limited to the Lessor payment of the Term Basic Rent reserved herein, through the entire Term of this Lease, as the same may be renewed, extended or otherwise modified (3) The Tenant shall promptly pay to the Landlord one-half (1A) of the rent, as and when received, in excess of the rent (Basic and Additional) required to be paid by the Tenant for the area sublet, computed on the basis of an average square foot rent for the entire demised Building. (D) In any event, the acceptance by the Landlord of any rent from any of the subtenants, or the failure of the Landlord to insist upon a strict performance of any of the terms, conditions and covenants herein shall not release the Tenant herein from any and all of the obligations herein during and for the entire Term of this Lease (E) The Landlord shall require a Five Hundred and 00/100 ($500.00) Dollar payment to cover its handling charges for each request for consent to any sublet prior to its consideration of the same. The Tenant acknowledges that its sole remedy with respect to any assertion that the Landlord's failure to consent to any sublet is unreasonable shall be the remedy of specific performance, and the Tenant shall have no other Participants claim or cause of action against the Landlord as a result of the Landlord's actions in refusing to consent thereto. (F) In the event that any or all of Tenant's interest in the Demised Premises and/or this Lease is transferred by operation of law to any trustee, receiver, or other representative or agent of Tenant, or to Tenant as a debtor in possession, and subsequently any or all of Tenant's interest in the Demised Premises and/or this Lease is offered or to be offered by Tenant or any trustee, receiver, or other representative or agent of Tenant as to its estate or property (such person, firm or entity being hereinafter referred to as the "Grantor"), for assignment, conveyance, lease, or other disposition to a person, firm or entity other than Landlord (each such transaction) being hereinafter referred to as a "Disposition"), it is agreed that Landlord has and shall have a right of first refusal to purchase, take, or otherwise acquire, the same upon the same terms and conditions as the Grantor thereof shall accept upon such Disposition to such other person, firm, or entity; and as to each such Disposition the Grantor shall give written notice to Landlord in reasonable detail of all of the terms and conditions of such Disposition within twenty (20) days next following its determination to accept the same but prior to accepting the same, and Grantor shall not make the Disposition until and unless Landlord has failed or refused to accept such right of first refusal as to the Disposition, as set forth herein. Landlord shall have sixty (60) days next following its receipt of the written notice as to such Disposition in which to exercise the option to acquire Tenant's interest by such Disposition, and the exercise of the option by Landlord shall be effected by notice to that effect sent to the Grantor; but nothing herein shall require Landlord to accept a particular Disposition or any Disposition, nor does the rejection of any oi~e such offer of first refusal constitute a waiver or release of the obligation of the Grantor to submit other offers hereunder to Landlord In the event Landlord accepts such offer of first refusal, the transaction shall be consummated pursuant to the terms aud conditions of the Disposition described in the notice to Landlord. In the event Landlord rejects such offer of first refusal, Grantor may consummate the Disposition with such other person, firm, or entity; but any decrease in price of more than two (2%) percent of the price sought from Landlord or any change in the terms of payment for such Disposition shall constitute a new transaction requiring a further option of first refusal to be given to Landlord hereunder. (G) Without limiting any of the provisions of Article XIV, if pursuant to the Federal Bankruptcy Code (or any similar law hereafter enacted having the same general purpose), Tenant is permitted to assign this Lease, notwithstanding the restrictions contained iii this Lease, adequate assurance of future performance by an assignee expressly permitted under such Code shall be deemed to mean the deposit of cash security in an amount equal to the sum of one (1) year's Annual Basic Rent and Additional Rent for the next succeeding twelve (12) months (which Additional Rent shall be reasonably estimated by Landlord) , which deposit shall be held by Landlord for the balance of the Term, without interest, as security for the full performance of all of Tenant's obligations under this Lease Lease, to be held and applied in the other Operative Documents and manner specified for security in Section 22.02. (H) Without limiting any of the Lessee provisions of Article XIV, if pursuant to the Federal Bankruptcy Code (or any similar law hereafter enacted having the same general purpose) * Tenant is permitted to assign this Lease, the Tenant aud any assignee shall remain directly and primarily liable under promptly pay to Landlord one-halt (1/2) of any consideration received for any assignment. (I) Except as specifically set forth above, no portion of the Demised Premises or of Tenant's interest in this Lease may be acquired by any other person or entity, whether by assignment, mortgage, sublease, transfer, operation of law or act of the Tenant, nor shall Tenant pledge its interest in this Lease or in any security deposit required hereunder. (J) If Tenant is a corporation other than a corporation whose stock is listed and traded on a nationally recognized stock exchange, the provisions of this subsection 15.01(J) shall apply to a transfer (however accomplished, whether in a single transaction or in a series of related or unrelated transactions) of stock (or any other Operative Documents mechanism such as, by way of example, the issuance of additional stock, a stock voting agreement or change in class(es) of stock] which results in a change of control of Tenant as if such transfer of stock (or other mechanism) which results in a change of control of Tenant were an assignment of this Lease, and if Tenant is a partnership or joint venture, said provisions shall apply with respect to a transfer (by one or more transfers) of an interest in the distributions of profits and losses of such partnership or joint venture (or other mechanism, such as, by way of example, the creation of additional general partnership or limited partnership interests) which results in a change of control of such a partnership or joint venture as if such transfer of an interest in the distributions of profits and losses of such partnership or joint venture which results in a change of control of such partnership or joint venture were an assignment of this Lease; but said provisions shall not apply to transactions with a corporation into or with which Tenant is merged or consolidated or to which it all or substantially all of Tenant's assets are transferred or to any corporation which controls or is a party; (b) each sublease controlled by Tenant or is under common control with Tenant, provided that in the event of any Property shall expressly be made subject to and subordinated to this Lease and to the rights such merger, consolidation or transfer of the Lessor hereunder; (c) such sublease shall expressly provide for the immediate surrender all or substantially all of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at or prior to the earlier of Tenant's assets, (i) the Expiration Date successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (a) the net worth of Tenant immediately prior to such merger, consolidation or transfer or (b) the net worth of Tenant herein named on the date of this Lease, and (ii) the termination proof satisfactory to Landlord of this Lease pursuant to a Lease Event of Default unless the Lessee such net worth shall have exercised its Purchase Option and purchased the Property pursuant been delivered to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, Landlord at least ten (10) days prior to the Closing Date for effective date of any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this Leasetransaction.

Subletting. After Tenant shall not sublet any part of the Closing Date for Premises without the written consent of Landlord first being obtained, which consent Landlord may grant or withhold in Landlord's sole discretion in the case of a subletting of fifty percent (50%) or more of the Premises, but which consent as to any Property, subletting of less than fifty percent (50%) of the Lessee Premises will not be unreasonably withheld. Tenant agrees that the factors enumerated in subsections (i) through (v) and (vii) of Section 13.1 above are among the factors upon which Landlord may sublease such Property reasonably decide to withhold consent to a subletting. If the Premises or any portion part thereof is sublet or occupied by anybody other than Tenant (other than an assignee), Landlord may, after a default by Tenant, collect the rent from the subtenant or occupant and apply the net amount collected to the Rent herein reserved. No such subletting, occupancy, or collection shall be deemed an acceptance of the subtenant or occupant as the tenant hereof or a release of Tenant from further performance by Tenant of covenants on the part of Tenant herein contained. Notwithstanding the consent of Landlord to any Person; providedsublease, howeverTenant shall not be relieved from its primary obligations hereunder to Landlord, that: (a) no such sublease or other relinquishment of possession of any Property shall including, but not limited to those provided in any way discharge or diminish any of the obligations of the Lessee to the Lessor and the other Participants under this Lease and the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a party; (b) each sublease of any Property shall expressly be made subject to and subordinated to this Lease Section 8.1 and to the rights payment of all Base Rent and Tenant's Share of Operating Expenses. If Landlord or Tenant collects any rental or other amounts from any subtenant or occupant (on a per-square-foot-basis) in excess of the Lessor hereunder; (c) such sublease shall expressly provide for Base Rent and the immediate surrender Tenant's Share of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at or prior to the earlier of (i) the Expiration Date and (ii) the termination of this Lease pursuant to a Lease Event of Default unless the Lessee shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date Operating Expenses for any such Propertymonthly period, fully disclose the existence Landlord shall be entitled to fifty percent (50%) of such subleases to each Participant, provide true excess after deducting actual payments by Tenant for brokerage commissions and correct copies tenant improvement costs on account of such subleases subletting or occupancy, and Tenant shall pay to Landlord on a monthly basis, as and when Tenant receives the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign same, all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this Leaseexcess amounts received by Tenant.

Subletting. After the Closing Date for any Property, the Lessee may sublease such Property or any portion thereof to any Person; provided, however, that: (a) no such sublease or other relinquishment Tenant may at any time and from time to time enter into Subleases of possession Rentable Space without Landlord’s consent; provided that the use of any Property shall in any way discharge or diminish any of the obligations of the Lessee to the Lessor and the other Participants under this Lease and the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it leased space is not a party; Prohibited Use. (b) each sublease of any Property shall expressly be made subject to and subordinated to this Lease and to the rights of the Lessor hereunder; (c) such sublease shall expressly provide ▇▇▇▇▇▇ agrees for the immediate surrender benefit of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease Landlord that each Sublease shall expressly provide for automatic termination at or prior to the earlier of stipulate that: (i) it is subject and subordinate to the Expiration Date terms and provisions of this Lease; (ii) in the event of termination of this Lease pursuant to for any reason, including, without limitation, a Lease Event voluntary surrender by ▇▇▇▇▇▇, or in the event of Default unless the Lessee shall have exercised its Purchase Option and purchased any reentry or repossession of the Property pursuant by Landlord, Landlord may, at its option but with no obligation, take over all the right, title, and interest of Tenant, as sublessor, under such Sublease; (iii) when the Landlord opts to Section 18.1. On take over the Closing Date Sublease as sublessor, the Subtenant shall attorn to Landlord; and (iv) Landlord shall not (1) be liable for certain Propertiesany previous act or omission of Tenant under such Sublease, such Properties may (2) be subject to existing subleases any counterclaim, defense, or offset previously accrued in favor of the Subtenant against Tenant, (3) be bound by any security or advance rental deposit made by such Subtenant that is not delivered or paid over to Landlord and with respect to which such Subtenant shall look solely to Tenant for refund or reimbursement, or (4) be obligated to perform any work in the subleased space or to prepare it for occupancy, and in connection with such attornment, the Subtenant shall execute and deliver to Landlord any instruments Landlord may request to evidence and confirm such attornment. (c) ▇▇▇▇▇▇ agrees that each UT Sublease shall stipulate that: (i) it is subject and subordinate to the terms and provisions of this Lease; (ii) when the Landlord opts to take over a UT Sublease as sublessor, U.T. shall attorn to Landlord; and (iii) Landlord shall not (1) be liable for any previous act or omission of Tenant under such UT Sublease, (2) be subject to any counterclaim, defense, or offset previously accrued in favor of U.T. against Tenant, (3) be bound by any security or advance rental deposit made by U.T. that is not delivered or paid over to Landlord and with respect to which U.T. shall look solely to Tenant for refund or reimbursement, or (4) be obligated to perform any work in the subleased space or to prepare it for occupancy, and in connection with such attornment, U.T. shall execute and deliver to Landlord any instruments Landlord may extend request to evidence and confirm such attornment, subject to the requirements and limitations of applicable laws and regulations. (d) Tenant shall provide a copy to Landlord of any direct Sublease from Tenant to a Subtenant (but expressly excluding any Subleases, whether direct or indirect, to End Users who are not the named Subtenant) to Landlord. (e) If Tenant is not in default of this Lease beyond the Expiration Date. The Lessee any applicable notice and cure period, Landlord shall, prior to the Closing Date for any such Property, fully disclose the existence within thirty (30) days of such subleases to each Participantreceipt of written request, provide true a non-disturbance and correct copies of attornment agreement (a “Recognition Agreement”) to Subtenants and End Users in the form attached hereto as Exhibit G or such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this Leaseother mutually agreeable form.

Subletting. After the Closing Date for any Property, the Lessee may sublease such Property or any portion thereof to any Person; provided, however, that: (a) no Tenant shall have the right to sublet the Premises only in accordance with this Section 25. Tenant shall have the right to sublet the Premises, provided that (i) Tenant may not sublet to a governmental or quasi-governmental bureau, department or agency, foreign or domestic, including an autonomous governmental corporation or diplomatic or trade mission, or any other person or entity entitled to diplomatic or sovereign immunity, (ii) a sublease of all or substantially all of the Premises shall be for actual occupancy by the subtenant and (iii) if such sublease occurs during a time when the Basic Term Loan or other relinquishment of possession of any Property substitute Basic Term Loan is outstanding, the Qualified Fee Mortgagee (acting in accordance with the Basic Term Loan Documents) shall in have consented to such subletting. In no event shall Landlord be required to give its consent to any way discharge or diminish any of subletting unless and until the obligations of the Lessee to the Lessor and the other Participants under this Lease and the other Operative Documents and the Lessee Qualified Fee Mortgagee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a party; have consented thereto. (b) Tenant shall cause each sublease of any Property shall expressly be made subject to and subordinated to this Lease and to the rights of the Lessor hereunder; provide that: (ci) such sublease shall expressly provide for be subject to this Lease, the immediate surrender rights of Landlord under this Lease, and any modifications and extensions of this Lease that are not inconsistent with subtenant's rights as set out hereunder; (ii) the term of such sublease shall expire no later than October 3, 2041, unless the continuation of the applicable Property term beyond that date is conditioned on Tenant's having exercised the Purchase Option pursuant to the Lessor after notice from the Lessor to such sublessee of the occurrence of a this Lease; (iii) if this Lease is terminated for any reason whatsoever (including an uncured Event of Default by Tenant) other than a Total Taking followed by Tenant's election to terminate, then, and immediately prior to such termination such sublease shall be in effect, such sublease shall, if the sublease is a one recognized or required to be recognized as a Qualified Sublease or shall at Landlord's election if not so recognized or required to be recognized, become a lease of the space covered thereby between Landlord and the subtenant upon the terms and conditions set forth in such sublease, provided that Landlord's liability and that of its partners, directors, officers and shareholders, if any, under such lease shall be subject to the limitations in Section 35 and Landlord shall not be (A) liable for any act or omission of the sublessor prior to such termination, (B) subject to offsets, defenses or counterclaims which such subtenant may have had against the sublessor, (C) bound by any covenant to undertake or complete any construction on the premises demised by such sublease, (D) bound by any obligation to make any payment to such subtenant or (E) bound by payments by such subtenant of rent for more than one month in advance of the due date provided in such sublease, security deposits or amounts in the nature of additional rent, such as payments of taxes and operating expenses, unless Tenant delivers such amounts to Landlord; and (iv) the parties to such sublease shall not enter into a modification of such sublease that does not comply with this Section 25. (c) Not later than 30 days after the end of each calendar year, Tenant shall deliver to Landlord (i) a rent roll with respect to the Premises, setting forth at least the name of each subtenant, the date of its sublease, the space sublet, the term of its sublease, the fixed and any percentage rent payable under such sublease, any options of such subtenant to extend, expand, contract or buy, and any unpaid obligations of Tenant to any broker, agent or finder in respect of such sublease, and (ii) a certificate of Tenant, signed by an authorized partner or officer, to the effect that all subleases then in effect comply with the provisions of this Section 25 relating thereto. Upon request for such surrender; of Landlord from time to time, Tenant shall deliver to Landlord a correct and complete copy of each sublease of the Premises not theretofore delivered to Landlord (d) such sublease shall expressly provide If this Lease is terminated for automatic termination at any reason whatsoever (including an uncured Event of Default by Tenant) other than by Tenant's exercise of the Option to Purchase or prior by a Total Taking followed by Tenant's election to terminate, then, notwithstanding anything to the earlier of contrary contained in Section 29, Landlord shall recognize and give effect to each sublease then in effect which is not in default beyond any applicable notice or grace period thereunder, provided that (i) such sublease complies with Section 25, (ii) such subtenant shall have received a written agreement to recognize it from the Expiration Date Qualified Fee Mortgagee, (iii) each applicable Leasehold Mortgagee is an Institutional Lender and shall have entered into a written non-disturbance agreement with the subtenant under such sublease, providing in substance that such Leasehold Mortgagee shall not join such subtenant as a party defendant in any foreclosure action or proceeding instituted by such Leasehold Mortgagee and shall not evict such subtenant (except in the case of default under such sublease) in the event of foreclosure or the exercise of a power of sale by such Leasehold Mortgagee, which agreement shall then be in effect and an executed copy of which shall have been delivered to Landlord, (iv) such sublease was on market terms as of the date of its execution, (v) the subtenant has a net worth of at least $50,000,000 in Current Dollars or subtenant's guarantor is creditworthy in relation to the sublease obligations and (vi) such sublease is for at least 50,000 square feet. (e) As further security for Tenant's performance of its obligations hereunder, Tenant hereby assigns to Landlord, subject to any prior rights therein of the Qualified Fee Mortgagee and the First Leasehold Mortgagee, all of Tenant's right, title and interest in and to all subleases of the Premises, all rent and other sums payable thereunder and all cash or instruments deposited with Tenant pursuant to such subleases, provided that such assignment shall become operative and effective only if (i) an Event of Default shall occur (ii) this Lease shall terminate, or (iii) Landlord shall re-enter the Premises after an Event of Default pursuant to the terms of this Lease by legal proceedings or otherwise, but in each case only as to such of the subleases as Landlord is obligated to recognize or elects to recognize under this Section 25. Such assignment shall be subject to any assignment of subleases and rents given as collateral security to (i) a Qualified Fee Mortgagee and (ii) the termination First Leasehold Mortgagee so long as such Leasehold Mortgagee shall have given Landlord notice that such Leasehold Mortgagee intends to exercise its rights under Section 24(d), shall be exercising such rights with diligence and continuity and shall apply any rents so assigned to the payment of any sums due to Landlord under this Lease prior to applying the same to payments of debt service due on the obligations secured by its Leasehold Mortgage. Tenant shall not make any assignment of subleases or the rents thereunder to any person other than a Leasehold Mortgagee or a permitted assignee of this Lease pursuant to Lease. No collection of rent by Landlord from a Lease subtenant shall constitute a waiver of any default hereunder or any Event of Default unless or an acceptance of the Lessee subtenant as a tenant or a release of Tenant from any of its obligations hereunder. For so long as Svenska Handelsbanken AB (publ) is the Qualified Fee Mortgagee, Tenant shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior not assign to the Closing Date for First Leasehold Mortgagee Tenant's right, title and interest in and to any such Propertysublease of the Premises or the rents thereunder. (f) Landlord's action and review consistent with this Section 25, fully disclose the existence and of such subleases any request by Tenant to each Participant, provide true and correct copies of such subleases recognize any Sublease shall be at No Cost to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this LeaseLandlord.

Subletting. After Section 8.01 Sublease or Transfer -------------------- Lessee shall not assign this lease in whole or in part nor any interest therein, nor sublet the Closing Date for any Property, the Lessee may sublease such Property Leased Premises or any part thereof or grant any license, concession or other right of occupancy of any portion thereof for the Leased Premises without the prior written consent of Authority, except for those licenses or concessions necessary for Lessee to operate its cruise ship service on the Leased Premises. Lessee will at all times keep Authority informed in writing of the licenses or concessions it grants relative to operation of its cruise ship service and will provide Authority all information relative to such licenses or concessions including but not limited to the names of licensees and concessionaires and the term of such licenses and concessions. Consent of Authority to one or more assignments and subletting shall not operate as a waiver of Authority's rights as to any Person; providedsubsequent assignments and sublettings. If this Lease is assigned, however, that: (a) no such sublease or other relinquishment of possession of any Property shall in any way discharge or diminish if any of the obligations Leased Premises, or any part thereof, is sublet, or occupied by anyone other than the Lessee, the Authority may, after default by the Lessee, collect rent from the assignee, subtenant, or occupant and apply the net amount collected, exclusive of costs of collection, attorneys' fees or other costs incurred by Authority, to the rent herein reserved. No such assignment, subletting, occupancy, or collection shall be deemed a waiver of this covenant or shall the acceptance by Authority of such assignee, subtenant or occupant, as tenant, release Lessee from the further performance of the covenants of this Lease. Lessee shall not assign this lease in whole or in part nor any interest therein, nor sublet the Leased Premises or any part thereof nor grant any license, concession or other right of occupancy of any portion of the Leased Premises nor permit the transfer of this lease by operation of law or otherwise without the prior written consent of Authority except as provided for in the preceding paragraph of this Section 8.01. Consent of Authority to one or more assignments and subletting shall not operate as a waiver of Authority's rights as to any subsequent assignments and sublettings. If this lease is assigned, or if any of the Leased Premises, or any part thereof, is sublet or occupied by anyone other than the Lessee, the Authority may, after default by the Lessee, collect rent from the assignee, subtenant or occupant and apply the net amount collected, exclusive of costs of collection, attorneys' fees or other costs incurred by Authority, to the Lessor and rent herein reserved. No such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant nor shall the other Participants under this Lease and acceptance by Authority of such assignee, subtenant or occupant, as tenant release Lessee from the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a party; (b) each sublease of any Property shall expressly be made subject to and subordinated to this Lease and to the rights further performance of the Lessor hereunder; (c) such sublease shall expressly provide for the immediate surrender of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at or prior to the earlier of (i) the Expiration Date and (ii) the termination of covenants in this Lease pursuant to a Lease Event of Default unless the Lessee shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this Leaselease.

Subletting. After Developer shall be entitled, with the Closing Date for any Propertyprior written ---------- consent of Landlord, to sublet the Lessee may sublease such Property wits hole or any portion thereof of the Premises or the improvements constructed thereon by or under Developer and, without limiting the foregoing, may establish a leasehold condominium regime on the Premises, or portions thereof, in accordance with the provisions of California law, including California Civil Code Sections 783 and 1350-1360. Developer shall, at all times, remain liable for the performance of all of the covenants on its part to be so performed, notwith- standing any subletting. Each sublease shall be subject and subordinate not only to this Lease, but also to any Person; provided, however, that: (a) no New Lease made by Landlord as provided in Section 4.8 above. If the term of this Lease shall end while any such sublease is in effect, Landlord may, at its option, for a period of ninety (90) days thereafter, either terminate the said sublease or succeed to all of the rights of Developer thereunder. Where any sublease which is consistent with this Lease is approved, Landlord may grant to the subtenant, under such an approved sublease entered into in good faith and for reasonable consideration, a right of quiet enjoyment in recordable from (a "nondisturbance agreement") during the term of the sublease, notwithstanding the expiration, termination or cancellation of this Lease; provided that (i)) the term of the sublease, plus extension or renewal options, does not extend beyond the term of this Lease, plus extension options; (ii) such subtenant agrees that in the event this Lease expires, terminates or is cancelled during the term of the sublease, the sublease shall be deemed a direct lease between Landlord and such subtenant and the subtenant shall attorn to Landlord. In the event that Landlord objects to any proposed nondisturbance agreement or sublease, Landlord agrees to notify Developer in writing of such objection and of its reasons for such objection within twenty (20) days of its receipt of the proposed nondisturbance agreement and sublease. Subject to the foregoing provisions of this subsection 5.7, Landlord hereby approves generally of the form of nondisturbance agreement attached hereto as Exhibit "C". Any approvals or grants of quiet enjoyment given or made by Landlord pursuant to this subsection 5.7 shall be binding upon Land- lord, its successors or assigns, including without limitation any person or entity succeeding to the interest of Landlord by way of judicial foreclosure or trustee sale proceedings pursuant to any mortgage or deed of trust, the lien or charge of which is subject and subordinate to this Lease. Any sublease, with respect to which Landlord agrees to execute a nondisturbance agreement pursuant to this subsection 5.7, may be a sublease pursuant to which the subtenant is responsible for the construction of the building improvements upon the subleased premises (a "Ground Sublease" herein). Any Ground Sublease may contain a hypothecation provision similar to Section 4 of this Lease for the benefit of the holder of any mortgage or deed of trust constituting a lien on the subleasehold estate created by virtue of the Ground Sublease. Any nondisturbance agreement executed and delivered by Landlord for the benefit of the sublessee under a Ground Sublease shall specifically recite that it is for the benefit of any such holder of a deed of trust or mortgage constituting a lien on the subleasehold estate created by such Ground Sublease; that the term "sublease" as used in the nondisturbance agreement shall be deemed to include any new sublease executed and delivered to any such holder of a first deed of trust or first mortgage following a termination of the sublease pursuant to a provision in the sublease similar to subsection 4.8 of this Lease, and that the term " sublessee" under the nondisturbance agreement shall be deemed to include any encumbrancer or other relinquishment party succeeding to the sublessee under the Ground Sublease by virtue of possession judicial or private power of sale foreclosure proceedings or by delivery of an assignment in lieu of foreclosure, or otherwise. Where Landlord agrees to execute a nondisturbance agreement for the benefit of the sublessee under any Property Ground Sublease, such agreement shall in any way discharge or diminish any of be subject to the obligations of the Lessee sublessee thereunder being no less than the obligations of the Developer hereunder with respect to the Lessor and the other Participants under this Lease and the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a party; (b) each sublease of any Property shall expressly be made subject to and subordinated to this Lease and to the rights of the Lessor hereunder; (c) such sublease shall expressly provide for the immediate surrender of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at or prior to the earlier of (i) the Expiration Date and (ii) the termination of this Lease pursuant to a Lease Event of Default unless the Lessee shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this Leasesubleased premises.

Subletting. After Tenant may, without the Closing Date for any PropertyAuthority’s consent, enter into short-term subleases of portions of its Occupied Space within the Lessee may sublease such Property or any portion thereof Leased Premises from time to any Person; providedtime, however, that: as long as (a) no the portions of the Occupied Leased Premises that are being subleased by Tenant, at any particular time, do not exceed in the aggregate more than fifty percent (50%) of Tenant’s Occupied space as of that time, (b) any such sublease shall not be for a term of more than twelve (12) consecutive months, and (c) Tenant shall promptly provide the Authority with written notice of such subletting (and such other information as the Authority shall reasonably request in connection therewith) upon Tenant’s entering into any such sublease. Except as provided in the preceding sentence, Tenant shall not sublease or other relinquishment permit any part of possession the Leased Premises to be occupied by others without the prior written consent of any Property Authority, which consent may be withheld or granted in the Authority’s sole and absolute discretion. In the event of a sublease, Tenant shall in any way discharge or diminish any remain liable to the Authority to perform all of the obligations of the Lessee to the Lessor and the other Participants under this Lease and the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a party; (b) each sublease of any Property shall expressly be made subject to and subordinated to this Lease and to the rights Tenant hereunder upon failure of the Lessor hereunder; (c) such subtenant to perform the same. To the extent the Authority’s consent to a subletting is required as described above, the Authority will not unreasonably withhold its consent to a sublease shall expressly provide for the immediate surrender of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at or prior to the earlier of if: (i) Tenant and the Expiration Date proposed subtenant can demonstrate to the reasonable satisfaction of the Authority that the subtenant can and shall perform each and every obligation and condition of Tenant under the terms of this Lease Agreement; (ii) the termination proposed subtenant’s use of this Lease pursuant and the business that the proposed subtenant proposes to conduct at that portion of the Leased Premises that the subtenant shall be subleasing from Tenant shall be only as provided in Section 206(A) above; (iii) the proposed subtenant demonstrates to the reasonable satisfaction of the Authority that the proposed subtenant will be able to obtain, in a Lease timely manner, all certificates, licenses and permits from all Governmental Entities, required or appropriate to enable the proposed subtenant to carry on the proposed subtenant’s proposed business at the Leased Premises and to enable the proposed subtenant to sublease that portion of the Leased Premises from Tenant, including without limitation a “repair station certificate” as required under 14 CFR Part 145 (the “145 Certificate”) and an air quality permit from the applicable Governmental Entities; (iv) no Event of Default unless by Tenant under this Lease has then occurred and is then continuing; and (v) the Lessee form and substance of the proposed subtenant’s sublease shall have exercised be reasonably satisfactory to the Authority. The subtenant shall not assign or sublease its Purchase Option and purchased sublease except with the Property pursuant to Section 18.1. On prior written approval of the Closing Date for certain PropertiesAuthority, such Properties which may be subject withheld or granted in the Authority’s sole and absolute discretion; and any sublease shall contain a clause to existing subleases this effect. If a subletting of all or a portion of the terms Leased Premises is permitted as described in the first sentence of which may extend beyond this Section or is otherwise permitted by the Expiration Date. The Lessee shallAuthority, prior to the Closing Date Tenant shall be obligated for any such Propertybreach by the subtenant or the subtenant’s Employees, fully disclose agents, contractors or Invitees, of the existence of such subleases to each Participant, provide true Tenant’s obligations and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to covenants under this Lease.

Subletting. After the Closing Date for any Property, the Lessee may sublease such Property or any portion thereof to any Person; provided, however, that: (a) no such sublease or other relinquishment of possession of any Property The Tenant shall in any way discharge or diminish any not sublet part (as distinct from the whole) of the obligations of the Lessee to the Lessor and the other Participants under this Lease and the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a party; Premises. (b) each sublease of any Property shall expressly be made subject to and subordinated to this Lease and to The Tenant may sublet the rights whole of the Lessor hereunder; Premises with the Landlord's Consent (cwhich shall not be unreasonably withheld or delayed and shall be contained in a formal licence) such sublease shall expressly provide for the immediate surrender of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at or prior to the earlier of if: (i) the Expiration Date Subtenant has covenanted by deed with the Landlord in such form as the Landlord requires acting reasonably that during the term of the sublease the Subtenant and its successors in title will comply with the lessee's obligations in the sublease and the Tenant's Covenants except the covenant to pay the Rent; and (ii) (if the Subtenant is a corporate body and the Landlord so requires acting reasonably) the Subtenant has procured a covenant by deed with the Landlord, by two individuals or a company acceptable to the Landlord (acting reasonably), to act as surety for the Subtenant as set out in Schedule 7. (c) The Tenant shall not sublet the whole of the Premises except by way of a sublease which: (i) is granted without any fine or premium; (ii) reserves a yearly rent, payable in advance on the usual quarter days, at least as high as the best rent which the Tenant ought reasonably to obtain in the open market or the Rent then payable under this Lease whichever is higher on the grant of such sublease and provides for the review of the yearly rent at the same times and on the same basis as in this Lease; (iii) requires the Subtenant to obtain the Landlord's Consent (which shall not be unreasonably withheld or delayed) to an assignment of the premises comprised in the sublease and requires the assignee on any such assignment to enter into direct covenants with the Landlord to the same effect as those in Clause 3.14.5(b)(i); and (iv) is in the same form as this Lease (except as to Rent and any amendments approved by the Landlord, such approval not to be unreasonably withheld or delayed, but including provisions enabling the Tenant to obtain vacant possession on or before the date of any determination of this Lease) except that further subletting shall be prohibited; and (v) contains an agreement validly excluding in relation to the tenancy created by such sublease the provisions of sections 24-28 of the 1954 Act; (d) The Tenant shall: (i) enforce and shall not waive or vary the provisions of a sublease (including the dates on which the rent installments are payable or paid) and in particular shall not enter into any collateral deed or side letter varying, or relieving the Subtenant from, any obligation in the sublease, or reduce, waive, commute, set-off or otherwise vary, whether directly or indirectly, the rents reserved by the sublease (except in accordance with the sublease's rent review provisions); (ii) operate at the relevant times the rent review provisions contained in every sublease, but shall not agree a reviewed rent without the Landlord's Consent (and, if the rent review is determined by a surveyor pursuant to the review provisions of the sublease, to procure that the Landlord's representations as to the rent payable are made to such surveyor); and (iii) (if the Tenant exercises its option to determine this Lease in accordance with Clause 8.16) forthwith exercise its option to determine each sublease and obtain vacant possession of the Premises on or before the date of determination of this Lease; and (iv) upon the termination of this Lease pursuant any sublease (however it occurs) not accept any rent from any subtenant or permit it to a Lease Event hold over or acknowledge any tenancy but forthwith take all necessary steps at the Tenant's expense to secure possession of Default unless the Lessee shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this Leasesublet premises.

Subletting. After the Closing Date for Etc. Sublessee shall not sell, assign, mortgage, pledge, or, in any Propertymanner, the Lessee may sublease such Property transfer or encumber this Sublease or any portion estate or interest hereunder, or sublet the Demised Premises or any part thereof (any of the foregoing shall be referred to any Personherein as "Assignment") without the previous written consent of the Sublessor which consent shall not be unreasonably withheld provided that (i) Sublessee is not in material default hereunder and no event has occurred which with notice or passage of time, or both, would constitute a material default hereunder (without regard to whether a notice of default has been served pursuant to Article XI); provided(ii) Sublessee shall provide Sublessor with access to the Demised Premises for inspection and testing thereof; (iii) the use by the proposed assignee or sublessee does not, howeverin Sublessor's reasonable judgment, that: (a) no such sublease adversely affect the Demised Premises by virtue of environmentally related factors or other relinquishment (b) lessen the value of possession of any Property the Premises; or (c) increase risk or endanger the Building or the occupants thereof; and (iv) Sublessee shall in any way discharge provide Sublessor with financial statements and information demonstrating to Sublessor's reasonable satisfaction that the prospective assignee or diminish any of sublessee has the financial capacity to perform the obligations of the Lessee Sublessee hereunder. Any sale of stock or assets of the Sublessee or any merger, consolidation or liquidation of the Sublessee shall be deemed to be an Assignment for purposes of this Section 13.1 (other than an initial public offering of not more than 19 % of the Lessor outstanding common stock of Sublessee in an underwritten public offering under the Securities Act of l933). Notwithstanding the foregoing, in the case of any Assignment to a wholly owned subsidiary or affiliate of Sublessee or J. Crew Group, Inc. (so long as Sublessee or J. Crew Group, Inc. retains the controlling interest in such affiliate) or to Sublessee's parent, such previous written consent by Sublessor shall not be necessary, provided that Sublessee shall provide thirty (30) days advance written notice of any such Assignment to such a subsidiary or affiliate and will provide Sublessor with any information reasonably requested regarding the other Participants under this Lease and Assignee. In any of the other Operative Documents and the Lessee events aforesaid whether or not consent is required, Sublessee, nevertheless, shall remain directly and primarily liable for the payment of the Basic Rent, Additional Rent and Expansion Rent, and the performance of Sublessee's other covenants and obligations hereunder. Any amount received by Sublessee in connection with an Assignment or to the extent such amount exceeds the amount required to be paid by Sublessee to Sublessor under this Lease (net of Sublessee's brokers fees, reasonable legal fees for preparation of Assignment documents and reasonable cost of alterations for the other Operative Documents prospective assignee or sublessee) shall belong to which it and be promptly remitted by Sublessee to Sublessor. No consent to any Assignment of this Sublease shall be deemed or construed to be a consent by Sublessor to any further or additional Assignment. In the event of an Assignment , the assignee or sublessee, as the case may be, shall (as condition to Sublessor's consent thereto where consent is a party; (b) each sublease required, and in the case of any Property assignment in which consent is not required) assume, by written recordable instrument reasonably satisfactory to Sublessor, the due performance of all of Sublessee's obligations under this Lease. No Assignment shall expressly be made subject to and subordinated to this Lease and to valid or effective in the rights absence of such assumption. In connection with any Assignment, the Lessor hereunder; prospective Assignee shall not more than thirty (c30) such sublease shall expressly provide for the immediate surrender of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at or days prior to the earlier effective date of such Assignment, furnish to the Sublessor in each case, its then current consolidated and consolidating balance sheets as of the end of its most recent fiscal year and the related statements of income, shareholders' equity and changes in cash flow for such fiscal year, setting forth in each, in comparative form the figures for the previous fiscal year. All such consolidated statements reported on, shall be without qualification, and by independent certified public accountants satisfactory to the Sublessor. Each year thereafter, within ninety (i90) days of the Expiration Date end of each fiscal year, the Assignee shall provide their respective financial statements in the aforementioned form with the aforementioned required certification of the respective independent certified public accountants, to the Sublessor. A true copy of such Assignment and the original assumption agreement or the sublease, as the case may be, shall be delivered to Sublessor within ten (ii10) days of the termination of this Lease pursuant effective date thereof. Notwithstanding anything to a Lease Event of Default unless the Lessee contrary, Sublessor shall have exercised its Purchase Option and purchased the Property pursuant right, but not the obligation, to Section 18.1. On notify Sublessee within thirty (30) days of receipt of Sublessee's request for consent to an Assignment or subletting that Sublessor has elected to terminate the Closing Date for certain Properties, such Properties may be subject to existing subleases Sublease which termination shall become effective ninety (90) days after the terms date Sublessee receives said notice of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain election from each such sublessee agreements to subordinate such sublease to this LeaseSublessor.

Subletting. After the Closing Date for any Property, the Lessee The Tenant may sublease such Property not sublet all or any portion thereof of the Land without the prior written consent of the Landlord which consent shall not be unreasonably withheld, conditioned or delayed. If consent to a subletting is granted, such subletting conditions would include at a minimum, the proviso that (i) such subletting complies with all of the provisions of this Article 10; (ii) the sublease with the permitted subtenant is in all respects consistent with, and in accordance with, this Lease, including without limitation Section 2.1 hereof and (iii) the following information and documentation is provided to the Landlord at least thirty (30) days prior to the effective date of such subletting: A. The name of the proposed subtenant and a copy of the proposed form of sublease (with a duly executed copy of such sublease to promptly follow upon execution thereof); B. Evidence that the proposed subtenant’s business is in compliance with the Permitted Uses of the Land; C. Certificates of Good Standing (or certificates of qualification to do business in the Commonwealth of Massachusetts if such subtenant is a foreign entity) of the proposed subtenant issued by the Secretary of the Commonwealth of Massachusetts; In the event of any Person; providedsubletting of all or any portion of the Premises, howeverit shall be a condition of any such sublease that the subtenant agree in writing with the Landlord that the subtenant will not breach, nor cause the Tenant to breach, any of the provisions of this Lease. Furthermore, any such subletting shall not relieve the Tenant of its obligations under this Lease. Finally, it shall be a condition of any such subletting that: (ai) no such each sublease or other relinquishment of possession of any Property shall in any way discharge or diminish any of the obligations of the Lessee be subject and subordinate to the Lessor and the other Participants under this Lease and the other Operative Documents rights of the Landlord hereunder; (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 the Tenant, it being the intention and meaning of the parties that the Tenant shall assume and be liable to the Landlord for any and all acts and omissions of any and all subtenants with respect to this Lease, provided, that this Lease shall not be terminated due to default of any subtenant so long as such default does not constitute or result in an Event of Default under this Lease; (iii) each such sublease shall provide that in the event this Lease is terminated prior to the expiration of such sublease, then at Landlord’s option, the subtenant thereunder will either attorn to the Landlord and waive any right the subtenant may have to terminate the sublease, or surrender possession thereunder as a result of the termination of this Lease, and the Lessee sublease shall remain directly terminate simultaneously with the termination or expiration of the Lease; and primarily liable under this Lease and the other Operative Documents to which it is a party; (biv) each sublease of any Property shall expressly be made subject to and subordinated to this Lease and to the rights of the Lessor any Leasehold Mortgagee hereunder; (c) such , each sublease shall expressly provide for that in the immediate surrender of event the applicable Property to the Lessor after subtenant receives a written notice from the Lessor to such sublessee of the occurrence of a Lease Landlord stating that an Event of Default and a request for such surrender; and (d) has occurred under this Lease, the subtenant shall thereafter be obligated to pay all rentals accruing under such sublease shall expressly provide for automatic termination at or prior directly to the earlier Landlord or as the Landlord may direct. No sublease shall affect the Permitted Uses. Any attempted sublease in violation of (i) the Expiration Date and (ii) the termination of this Lease pursuant to a Lease Event of Default unless the Lessee shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Datethis Article 10 shall be void. The Lessee shall, prior to the Closing Date Tenant shall not directly or indirectly collect or accept any payment of rent under any sublease for any such Property, fully disclose the existence period in excess of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this Leasethirty (30) days in advance.

Subletting. After ASSIGNMENTS. Tenant shall not transfer, assign or encumber this Agreement, or sublet the Closing Date Leased Premises or any part thereof, without in each case obtaining the prior written consent of the Landlord. In the event Landlord consents to subletting of the Leased Premises, any and all rents or other consideration for any Propertyreason received by Tenant in excess of the rents required under this Agreement shall be construed as part of the Base Rent payable to Landlord. Any attempt by Tenant to assign, transfer, encumber or sublet this Premises without Landlord’s written consent shall be void and shall give Landlord the Lessee may sublease such Property or any portion thereof right and option to terminate this Agreement by written notice to Tenant. The consent by Landlord to any Person; providedassignment, howevertransfer, that: (a) no such sublease subletting to any party other than Landlord shall not be construed as a waiver or other relinquishment release of possession Tenant from the terms of any Property shall in any way discharge covenant or diminish any of the obligations of the Lessee to the Lessor and the other Participants obligation under this Lease nor shall the collection or acceptance of Rent from any such assignee, transferee, subtenant or occupant constitute a waiver or release of Tenant from any covenant or obligation contained in this Lease, nor shall such assignment or subletting be construed to relieve Tenant from giving Landlord reasonable notice, nor from obtaining the consent in writing of Landlord to any further assignment or subletting. In the event that Tenant defaults hereunder Tenant hereby assigns to Landlord any and all rent due from any subtenant of Tenant and hereby authorizes each such subtenant to pay said rent directly to Landlord. Without limiting the other Operative Documents and generality of the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents foregoing, if Landlord consents to which it is a party; (b) each an assignment or sublease of any Property shall expressly be made subject to and subordinated pursuant to this Lease Section 11, Landlord may condition its consent upon the entry by such transferee into an agreement (in form and substances satisfactory to the rights Landlord) with Landlord, by which such transferee assumes all of the Lessor Tenant’s obligations hereunder; (c) such sublease shall expressly provide for the immediate surrender of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at or prior to the earlier of (i) the Expiration Date and (ii) the termination . Any assignment of this Lease pursuant to a Lease Event of Default unless wholly owned subsidiary shall be permitted provided at all times the Lessee shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this Leasesubsidiary remains wholly owned by Tenant.

Subletting. After Developer shall be entitled, with the Closing Date for any Propertyprior written ---------- consent of Landlord, to sublet the Lessee may sublease such Property whole or any portion thereof of the Premises or the improvements constructed thereon by or under Developer and, without limiting the foregoing, may establish a leasehold condominium regime on the Premises, or portions thereof, in accordance with the provisions of California law, including California Civil Code Sections 783 and 1350-1360. Developer shall, at all times, remain liable for the performance of all of the covenants on its part to be so performed, notwithstanding any subletting. Each sublease shall be subject and subordinate not only to this Lease, but also to any Person; provided, however, that: (a) no New Lease made by Landlord as provided in Section 4.8 above. If the term of this Lease shall end while any such sublease is in effect, Landlord may, at its option, for a period of ninety (90) days thereafter, either terminate the said sublease or succeed to all of the rights of Developer thereunder. Where any sublease which is consistent with this Lease is approved, Landlord may grant to the subtenant, under such an approved sublease entered into in good faith and for reasonable consideration, a right of quiet enjoyment in recordable from (a "nondisturbance agreement") during the term of the sublease, notwithstanding the expiration, termination or cancellation of this Lease; provided that (i) the term of the sublease, plus extension or renewal options, does not extend beyond the term of this Lease, plus extension options; (ii) such subtenant agrees that in the event this Lease expires, terminates or is cancelled during the term of the sublease, the sublease shall be deemed a direct lease between Landlord and such subtenant and the subtenant shall attorn to Landlord. In the event that Landlord objects to any proposed nondisturbance agreement or sublease, Landlord agrees to notify Developer in writing of such objection and of its reasons for such objection within twenty (20) days of its receipt of the proposed nondisturbance agreement and sublease. Subject to the foregoing provisions of this subsection 5.7, Landlord hereby approves generally of the form of nondisturbance agreement attached hereto as Exhibit "E". Any approvals or grants of quiet enjoyment given or made by Landlord pursuant to this subsection 5.7 shall be binding upon Landlord, its successors or assigns, including without limitation any person or entity succeeding to the interest of Landlord by way of judicial foreclosure or trustee sale proceedings pursuant to any mortgage or deed of trust, the lien or charge of which is subject and subordinate to this Lease. Any sublease, with respect to which Landlord agrees to execute a nondisturbance agreement pursuant to this subsection 5.7, may be a sublease pursuant to which the subtenant is responsible for the construction of the building improvements upon the subleased premises (a "Ground Sublease" herein). Any Ground Sublease may contain a hypothecation provision similar to Section 4 of this Lease for the benefit of the holder of any mortgage or deed of trust constituting a lien on the subleasehold estate created by virtue of the Ground Sublease. Any nondisturbance agreement executed and delivered by Landlord for the benefit of the sublessee under a Ground Sublease shall specifically recite that it is for the benefit of any such holder of a deed of trust or mortgage constituting a lien on the subleasehold estate created by such Ground Sublease; that the term "sublease" as used in 45 the nondisturbance agreement shall be deemed to include any new sublease executed and delivered to any such holder of a first deed of trust or first mortgage following a termination of the sublease pursuant to a provision in the sublease similar to subsection 4.8 of this Lease, and that the term "sublessee" under the nondisturbance agreement shall be deemed to include any encumbrancer or other relinquishment party succeeding to the sublessee under the Ground Sublease by virtue of possession judicial or private power of sale foreclosure proceedings or by delivery of an assignment in lieu of foreclosure, or otherwise. Where Landlord agrees to execute a nondisturbance agreement for the benefit of the sublessee under any Property Ground Sublease, such agreement shall in any way discharge or diminish any of be subject to the obligations of the Lessee sublessee thereunder being no less than the obligations of the Developer hereunder with respect to the Lessor and the other Participants under this Lease and the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a party; (b) each sublease of any Property shall expressly be made subject to and subordinated to this Lease and to the rights of the Lessor hereunder; (c) such sublease shall expressly provide for the immediate surrender of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at or prior to the earlier of (i) the Expiration Date and (ii) the termination of this Lease pursuant to a Lease Event of Default unless the Lessee shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this Leasesubleased premises.

Subletting. After ASSIGNMENTS . Tenant shall not transfer, assign or encumber this Agreement, or sublet the Closing Date Leased Premises or any part thereof, without in each case obtaining the prior written consent of the Landlord. In the event Landlord consents to subletting of the Leased Premises, any and all rents or other consideration for any Propertyreason received by Tenant in excess of the rents required under this Agreement shall be construed as part of the Base Rent payable to Landlord. Any attempt by Tenant to assign, transfer, encumber or sublet this Premises without Landlord’s written consent shall be void and shall give Landlord the Lessee may sublease such Property or any portion thereof right and option to terminate this Agreement by written notice to Tenant. The consent by Landlord to any Person; providedassignment, howevertransfer, that: (a) no such sublease subletting to any party other than Landlord shall not be construed as a waiver or other relinquishment release of possession Tenant from the terms of any Property shall in any way discharge covenant or diminish any of the obligations of the Lessee to the Lessor and the other Participants obligation under this Lease nor shall the collection or acceptance of Rent from any such assignee, transferee, subtenant or occupant constitute a waiver or release of Tenant from any covenant or obligation contained in this Lease, nor shall such assignment or subletting be construed to relieve Tenant from giving Landlord reasonable notice, nor from obtaining the consent in writing of Landlord to any further assignment or subletting. In the event that Tenant defaults hereunder Tenant hereby assigns to Landlord any and all rent due from any subtenant of Tenant and hereby authorizes each such subtenant to pay said rent directly to Landlord. Without limiting the other Operative Documents and generality of the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents foregoing, if Landlord consents to which it is a party; (b) each an assignment or sublease of any Property shall expressly be made subject to and subordinated pursuant to this Lease Section 11, Landlord may condition its consent upon the entry by such transferee into an agreement (in form and substances satisfactory to the rights Landlord) with Landlord, by which such transferee assumes all of the Lessor Tenant’s obligations hereunder; (c) such sublease shall expressly provide for the immediate surrender of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at or prior to the earlier of (i) the Expiration Date and (ii) the termination . Any assignment of this Lease pursuant to a Lease Event of Default unless wholly owned subsidiary shall be permitted provided at all times the Lessee shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this Leasesubsidiary remains wholly owned by Tenant.

Subletting. After the Closing Date for any Property, the (a) The Lessee may from time to time, sublease such the Property or any portion thereof to any PersonPerson and extend, modify or renew any sublease without the approval of Lessor; provided, however, that: (ai) no such sublease or other relinquishment of possession of any the Property shall in any way discharge or diminish any of the Lessee's obligations of the Lessee to the Lessor and the other Participants under this Lease and the other Operative Documents hereunder, and the Lessee shall remain directly and primarily liable under this Master Lease as to the Property, or portion thereof, so sublet and the other Operative Documents to which it is a party; (bii) each sublease to an Affiliate of any Property the Lessee shall expressly be made subject to and subordinated subordinate to this Master Lease and to the rights of the Lessor hereunder; . (cb) Lessor hereby agrees, that, in the event of the early termination of this Master Lease from any cause whatsoever, and while any sublease is in full force and effect, such termination of this Master Lease shall not act as a merger or other termination of such sublease, and Lessee's interest as sublessor in such sublease shall expressly provide for be deemed automatically assigned, transferred, and conveyed to Lessor; and, from and after such termination, Lessor shall be bound by the immediate surrender provisions of the applicable Property to sublease then in full force and effect on the Lessor after notice from the Lessor to such sublessee part of the occurrence of a Lease Event of Default and a request for such surrenderLessee, as sublessor; and (d) such sublease that the sublessee shall expressly be deemed thereupon and without further act to have attorned to Lessor. It is the intention hereof to provide for automatic termination at or prior to the earlier of (i) the Expiration Date and (ii) that the termination of this Lease pursuant while such sublease is in full force and effect shall not, in any way, by reason thereof, terminate such sublease or affect the rights of such sublessee. The foregoing is subject to the right of Lessee (or Lessor, if this Master Lease has terminated) to terminate any sublease which is in default (notice thereof, if any required, having been given and the time for curing such default having expired) and any other rights and remedies reserved to Lessee in such sublease, and any other rights and remedies afforded to a Lease Event lessor of Default unless the Lessee shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this Leasereal property against a defaulting lessee.

Subletting. After In the Closing Date for event Tenant should desire to assign this Lease or sublet the Premises or any Propertypart thereof, Tenant shall obtain Landlord’s prior written consent therefor. Landlord’s grant or waiver of consent prior to any such assignment of this Lease or subletting of the Premises shall not be construed as a waiver or release of Tenant from the terms of any covenant or obligation under this Lease. In the event of any assignment or sublease, neither Tenant nor any guarantor of this Lease shall be released from liability hereunder. Anything herein to the contrary notwithstanding, if Tenant is a limited partnership or a general partnership (or is comprised of two (2) or more persons, individually or as co-partners), the Lessee change or conversion of Tenant to (i) a limited liability company, or (ii) a limited liability partnership or (iii) or other entity which possesses the characteristics of limited liability (any such limited liability company, limited liability partnership or other entity is collectively referred to as a “Successor Entity” shall be prohibited unless the prior written consent of Landlord is obtained, which consent may be withheld by Landlord in its sole and absolute discretion. Any attempt by Tenant to effect such conversion without Landlord’s prior written consent shall be voidable at Landlord’s election and further, shall constitute a material breach of this Lease for which Tenant shall not be entitled to any notice or opportunity to cure, notwithstanding anything contained herein to the contrary. Any profits realized from any assignment of this Lease or sublease such Property of the Premises shall be shared equally between Landlord and Tenant. The preceding notwithstanding, in no case shall Tenant have the right to sublease to other then-current tenants of the Project. Upon request to assign or sublease by Tenant, Landlord shall have the option to terminate this Lease and enter into a new lease with the proposed assignee or subtenant. Notwithstanding anything contained in this Lease to the contrary, upon an assignment of this Lease or sublease of all or part of the Premises, any and all Renewal Option(s), expansion options, or any portion thereof other options granted in this Lease shall automatically be null and void and no further force or effect unless Landlord, in its sole and absolute discretion, agrees otherwise in writing. Notwithstanding anything to the contrary contained in this section, the following constitutes Permitted Transfers, which do not require any Personprior notice or consent of Landlord (i) a transfer of the Lease to an entity which is the parent of Tenant, subsidiary of Tenant, affiliate of Tenant, or shall directly or indirectly control, be controlled by, or be under common control with, Tenant; (ii) any subsequent sale of ownership interest or issuance of new ownership interests, directly or indirectly, in Tenant; and (iii) a transaction in which any entity succeeds to all or substantially all of the assets of Tenant whether by merger, consolidation, sale or otherwise provided such successor entity assumes in full the obligations of Tenant under this Lease; provided, however, that: that (aA) no such sublease or other relinquishment Tenant shall remain liable for the performance of possession all covenants, duties and obligations under the Lease, irrespective of any Property shall in any way discharge or diminish any such assignment, and (B) the use of the obligations of Premises by the Lessee to assignee shall conform with the Lessor and the other Participants under uses permitted by this Lease and the other Operative Documents and the Lessee Lease. Tenant shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a party; (b) each sublease notify Landlord, in writing, of any Property such assignment or sublease within ninety (90) days after its occurrence and shall expressly be made subject provide Landlord with all such reasonable information as Landlord may request reasonably regarding the identity and status of such assignee. In the event of any assignment or sublease, Tenant agrees to pay an fee to compensate Landlord for its costs and subordinated to this Lease and to the rights of the Lessor hereunder; (c) such sublease shall expressly provide for the immediate surrender of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at other expenses incurred in connection with Tenant’s assignment or prior to the earlier of (i) the Expiration Date and (ii) the termination of this Lease pursuant to a Lease Event of Default unless the Lessee shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Datesubletting. The Lessee shallfee shall be the greater of Five Hundred and No/100 Dollars ($500.00) or Landlord’s actual cost incurred, prior to the Closing Date for any such Propertypayable upon demand by Landlord. ALTERATIONS, fully disclose the existence of such subleases to each ParticipantADDITIONS, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this Lease.IMPROVEMENTS TO THE PREMISES

Subletting. After Developer shall be entitled, with the Closing Date for any Propertyprior written ---------- consent of Landlord, to sublet the Lessee may sublease such Property whole or any portion thereof of the Premises or the improvements constructed thereon by or under Developer and, without limiting the foregoing, may establish a leasehold condominium regime on the Premises, or portions thereof, in accordance with the provisions of California law, including California Civil Code Sections 783 and 1350-1360. Developer shall, at all times, remain liable for the performance of all of the covenants on its part to be so performed, notwithstanding any subletting. Each sublease shall be subject and subordinate not only to this Lease, but also to any Person; provided, however, that: (a) no New Lease made by Landlord as provided in Section 4.8 above. If the term of this Lease shall end while any such sublease is in effect, Landlord may, at its option, for a period of ninety (90) days thereafter, either terminate the said sublease or other relinquishment succeed to all of possession of any Property shall in any way discharge or diminish any of the obligations of the Lessee to the Lessor and the other Participants under this Lease and the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a party; (b) each sublease of any Property shall expressly be made subject to and subordinated to this Lease and to the rights of Developer thereunder. Where any sublease which is consistent with this Lease is approved, Landlord may grant to the Lessor hereunder; subtenant, under such an approved sublease entered into in good faith and for reasonable consideration, a right of quiet enjoyment in recordable from (ca "nondisturbance agreement") such sublease shall expressly provide for during the immediate surrender term of the applicable Property to sublease, notwithstanding the Lessor after notice from the Lessor to such sublessee expiration, termination or cancellation of the occurrence of a Lease Event of Default and a request for such surrenderthis Lease; and (d) such sublease shall expressly provide for automatic termination at or prior to the earlier of provided that (i) the Expiration Date and term of the sublease, plus extension or renewal options, does not extend beyond the term of this Lease, plus extension options; (ii) such subtenant agrees that in the termination event this Lease expires, terminates or is canceled during the term of the sublease, the sublease shall be deemed a direct lease between Landlord and such subtenant and the subtenant shall attorn to Landlord. In the event that Landlord objects to any proposed nondisturbance agreement or sublease, Landlord agrees to notify Developer in writing of such objection and of its reasons for such objection within twenty (20) days of its receipt of the proposed nondisturbance agreement and sublease. Subject to the foregoing provisions of this subsection 5.7, Landlord hereby approves generally of the form of nondisturbance agreement attached hereto as Exhibit "E". Any approvals or grants of quiet enjoyment given or made by Landlord pursuant to this subsection 5.7 shall be binding upon Landlord, its successors or assigns, including without limitation any person or entity succeeding to the interest of Landlord by way of judicial foreclosure or trustee sale proceedings pursuant to any mortgage or deed of trust, the lien or charge of which is subject and subordinate to this Lease. Any sublease, with respect to which Landlord agrees to execute a nondisturbance agreement pursuant to this subsection 5.7, may be a sublease pursuant to which the subtenant is responsible for the construction of the building improvements upon the subleased premises (a "Ground Sublease" herein). Any Ground Sublease may contain a hypothecation provision similar to Section 4 of this Lease for the benefit of the holder of any mortgage or deed of trust constituting a lien on the subleasehold estate created by virtue of the Ground Sublease. Any nondisturbance agreement executed and delivered by Landlord for the benefit of the sublessee under a Ground Sublease shall specifically recite that it is for the benefit of any such holder of a deed of trust or mortgage constituting a lien on the subleasehold estate created by such Ground Sublease; that the term "sublease" as used in the nondisturbance agreement shall be deemed to include any new sublease executed and delivered to any such holder of a first deed of trust or first mortgage following a termination of the sublease pursuant to a Lease Event provision in the sublease similar to subsection 4.8 of Default unless this Lease, and that the Lessee term "sublessee" under the nondisturbance agreement shall have exercised its Purchase Option and purchased the Property pursuant be deemed to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior include any encumbrance or other party succeeding to the Closing Date for any such Propertysublessee under the Ground Sublease by virtue of judicial or private power of sale foreclosure proceedings or by delivery of an assignment in lieu of foreclosure, fully disclose the existence of such subleases or otherwise. Where Landlord agrees to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this Lease.execute

Subletting. After In the Closing Date for any Property, the Lessee may sublease such Property event Tenant desires to sublet all or any portion thereof to any Person; provided, however, that: (a) no such sublease or other relinquishment of possession of any Property shall in any way discharge or diminish any part of the obligations Demised Premises, Tenant shall give to Landlord written notice of Tenant’s desire to do so, which notice shall be accompanied by the Required Information. In the event that the rentable square footage of the Lessee space that Tenant desires to sublease, when aggregated with the Lessor space that Tenant is then subleasing in the Building, exceeds fifty percent (50%) of the rentable area of the Demised Premises, then within sixty (60) days of receipt of said notice and Required Information, Landlord shall have the other Participants under right (i) to terminate this Lease on a date to be agreed upon by Landlord and the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents Tenant; or (ii) with Tenant’s consent, to which it is a party; (b) each sublease of any Property shall expressly be made subject to and subordinated to terminate this Lease and to the rights enter into a new lease with Tenant for that portion of the Lessor hereunderDemised Premises Tenant desires to retain, upon terms to be mutually agreed upon; or (ciii) such to sublease shall expressly provide for from Tenant at the immediate surrender same rental rate then being paid by Tenant and subsequently to relet that portion of the applicable Property Demised Premises that Tenant desires to the Lessor after notice from the Lessor relinquish. If Landlord exercises its right to such sublessee terminate this Lease or to sublet a portion of the occurrence Demised Premises, Tenant agrees that Landlord shall have access to all or such portion of a Lease Event of Default and a request for such surrender; and the Demised Premises thirty (d30) such sublease shall expressly provide for automatic termination at or days prior to the earlier effective termination or sublease commencement date or to show the same to prospective tenants. In the event Landlord exercises its right to sublease the applicable portion of (i) the Expiration Date and (ii) the termination of Leased Premises or to terminate this Lease pursuant to a Lease Event of Default unless the Lessee Lease, then Tenant shall have exercised the right, exercisable upon written notice to Landlord within ten (10) days after receiving Landlord’s notice, to withdraw its Purchase Option and purchased request to sublease the Property pursuant applicable portion of the Leased Premises. In the event Tenant timely withdraws its request to Section 18.1. On sublease the Closing Date for certain PropertiesLeased Premises, Landlord shall not have the right to terminate the Lease in connection with such Properties may be subject withdrawn request to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this Leasesublease.

Subletting. After Lessee shall have the Closing Date right to sublet any part of the Premises not used for gaming or gambling operations without Lessor's consent and not subject to Lessors' right of first refusal. Lessee may extend, renew or modify any Propertysuch subLease, consent to any sub-subleasing (or further levels of subleasing), terminate any subLease, or evict any sublessee. The term of any subLease (including renewal options) shall not extend beyond the term of this Lease (including only any renewal options previously exercised by the Lessee may sublease such Property or that Lessee agrees, in the subLease, to exercise). If Lessee enters into any portion thereof to any Person; providedSubLease, however, that: (a) no such sublease or other relinquishment of possession of any Property then each SubLease shall in any way discharge or diminish any of the obligations of the Lessee to the Lessor and the other Participants under this Lease and the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a party; (b) each sublease of any Property shall expressly be made subject to and subordinated subordinate to this Lease and shall contain provisions in form and substance substantially as follows, and each Sublessee by executing its SubLease shall be deemed to have agreed to the rights following (the term "Sublessor" to be defined in the SubLease to refer to Lessee as Sublessor under the SubLease): Sublessee agrees that if, by reason of a default under any underlying Lease (including an underlying Lease through which Sublessor derives its Leasehold estate in the demised subpremises), such underlying Lease and the Leasehold Estate of Sublessor in the demised subpremises is terminated, then Sublessee, at the option and request of the Lessor hereunder; (c) such sublease shall expressly provide for the immediate surrender then fee owner of the applicable Property to demised subpremises (the Lessor after notice from the Lessor "Fee Lessor"), shall attorn to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at or prior to the earlier of (i) the Expiration Date and (ii) the termination of this Lease pursuant to a Lease Event of Default unless the Lessee shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Fee Lessor and shall use reasonable commercial efforts recognize such Fee Lessor as Sublessee's direct lessor under this SubLease. Sublessee agrees to obtain execute and deliver, at any time and from each time to time, upon the request of Sublessor or of the Fee Lessor or any mortgagee of either, any instrument that may be necessary or appropriate to evidence such sublessee agreements attornment. Sublessee hereby appoints Sublessor or such Fee Lessor or such mortgagee the attorney-in-fact, irrevocably, with full power of substitution, of Sublessee to subordinate execute and deliver any such sublease instrument for and on behalf of the Sublessee. This appointment is coupled with an interest and is irrevocable. Sublessee waives any statute or rule of law now or subsequently in effect that may give or purport to give Sublessee any right to elect to terminate this SubLease or to surrender possession of the demised subpremises in the event that any proceeding is brought by a Fee Lessor to terminate any such underlying Lease. Sublessee agrees that this SubLease shall not be affected in any way whatsoever by any such proceeding.

Subletting. After (1) Landlord hereby gives his consent to the Closing Date subletting of the Leased Premises, wholly or in part, to a third party subject to the use agreed under SECTION 2 hereof, provided that the sub-letting does not infringe Landlord's contractual obligations as detailed in Section 2 Section (4) with respect to Citibank AG and Boston Consulting Group OHG. Tenant will have to submit to the Landlord the sublease in advance. Landlord may revoke his general consent pursuant to the first sentence for good cause only. Inter alia, it shall be considered a good cause in the event that the sub-tenant is a company with respect to which Landlord has granted another tenant of the Property protection against competitors prior to gaining knowledge of said sub-lease agreement and provided that he revokes his consent within a period of 4 weeks from receipt of the sub-lease agreement with reference to his obligation to grant protection against competitors. In these cases, any Property, revoke by Landlord of his afore-mentioned consent shall not give Tenant the Lessee may sublease such Property or any portion thereof right to any Person; provided, however, that: terminate the Lease. (a2) no such Both in case of a sublease or other relinquishment form of possession of any Property shall in any way discharge or diminish any transfer permitting the use of the obligations Leased Premises which has been approved by Landlord and in case of a sublease or other form of transfer permitting the use of the Lessee Leased Premises but which has not been approved by Landlord, Tenant, by signing the Lease, assigns to Landlord its claims against a sub-tenant along with any liens in order to secure any claims of Landlord, and Landlord accepts such assignment. If the Lessor and rent realised by Tenant under a sublease exceeds the rent agreed upon in SECTION 5 hereof, then Tenant will each month effect a subsequent payment to Landlord in the amount of 50 % (fifty per cent) of such additional sum. Non-binding translation (C)GAEDERTZ WORKING TRANSLATION (3) In case of a sublease or other Participants under this Lease and arrangement permitting the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a party; (b) each sublease of any Property shall expressly be made subject to and subordinated to this Lease and to the rights use of the Lessor hereunder; (c) such sublease shall expressly provide for the immediate surrender of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at or prior to the earlier of (i) the Expiration Date and (ii) the termination of this Lease pursuant to a Lease Event of Default unless the Lessee shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain PropertiesLeased Premises, such Properties may Tenant will be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date liable for any such Property, fully disclose the existence acts or omissions of such subleases subtenant or user, irrespective of own fault, as if imputable to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this LeaseTenant itself.

Subletting. After In the Closing Date for any Property, the Lessee may sublease such Property event Tenant desires to sublet all or any portion thereof to any Person; provided, however, that: (a) no such sublease or other relinquishment of possession of any Property shall in any way discharge or diminish any part of the obligations Demised Premises, Tenant shall give to Landlord written notice of Tenant's desire to do so, which notice shall be accompanied by the Lessee Required Information. Within thirty (30) days of receipt of said notice and Required Information, Landlord shall have the right (i) with Tenant's consent, to the Lessor and the other Participants under this Lease and the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a party; (b) each sublease of any Property shall expressly be made subject to and subordinated to terminate this Lease and to the rights enter into a new lease with Tenant for that portion of the Lessor hereunderDemised Premises Tenant desires to retain, upon terms to be mutually agreed upon; or (cii) such to sublease shall expressly provide for from Tenant at the immediate surrender same rental rate then being paid by Tenant and subsequently to relet that portion of the applicable Property Demised Premises that Tenant desires to relinquish. If Landlord exercises its right to terminate this Lease or to sublet a portion of the Demised Premises, Tenant agrees that Landlord shall have access to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and Demised Premises thirty (d30) such sublease shall expressly provide for automatic termination at or days prior to the earlier effective termination or sublease commencement date to show the same to prospective tenants. Despite the foregoing, Landlord shall not have the right to recapture any proposed space which Tenant desires to sublease unless the rentable square footage of such space, when aggregated with the rentable square footage that Tenant is then subleasing in the Building, would equal or exceed fifty percent (i50%) of the Expiration Date and (iirentable square footage that Tenant is then leasing in the Building. Despite the foregoing, Landlord shall have no right to recapture from Tenant, or to sublease from Tenant, any portion of the Demised Premises that is either being subleased by Tenant pursuant to the express provisions of Section 9(b) the termination of this Lease pursuant to Lease, or is being subleased by Tenant for a Lease Event term that (when aggregated with all renewal or extension options) does not exceed three (3) years. In the event of Default unless any subsequent subletting of any portion of the Lessee shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain PropertiesDemised Premises, such Properties may subletting shall be subject to existing subleases the terms provisions of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this LeaseSection 9(d) hereof.

Subletting. Developer shall promptly provide to the CRA a copy of all Subleases for the Project. Developer shall incorporate in all Subleases provisions concerning rental and expenses that are compatible with this Lease. After the Closing Date for Developer Improvements have been completed on the portion of the Leased Property which the Developer desires to Sublease, Developer shall have the right, to enter into Subleases of any Propertypart of the Leased Property or Developer Improvements with such Subtenants approved by the CRA and upon such commercially reasonable terms and conditions as Developer shall approve, in its sole discretion. Notwithstanding anything contained herein to the contrary, the Lessee may sublease such Property or Developer shall not enter into any portion thereof to Sublease with any Person; providedSubtenant which does not deal with Developer at arm’s length without first obtaining Executive Director’s approval, however, that: (a) no such sublease or other relinquishment of possession of any Property shall in any way discharge or diminish any which approval of the obligations Executive Director may be withheld, in its sole discretion. If Developer shall contemplate making any Sublease with respect to which the Executive Director’s approval is required pursuant to the foregoing sentence, Developer shall submit to the Executive Director a copy of such proposed Sublease together with any information concerning the identity of the Lessee Subtenant as the Executive Director may reasonably request. Within fifteen (15) days after submission of such proposed Sublease and requested information, the Executive Director shall notify Developer whether the proposed sublease is approved. In the event the Executive Director shall fail to so respond within fifteen (15) days after submission of such Sublease and information, the Lessor and same shall be conclusively deemed to have been approved by the other Participants under this Lease and the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a party; (b) each sublease of any Property shall expressly be made subject to and subordinated to this Lease and to the rights of the Lessor hereunder; (c) such Executive Director. No sublease shall expressly provide for the immediate surrender of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at or prior to the earlier of (i) the Expiration Date and (ii) the termination of this Lease pursuant be permitted with respect to a Lease Event Phase which has not been completely developed as evidenced by certificates of Default unless occupancy for all units comprising the Lessee shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this LeasePhase.

Subletting. After Lessee shall not sublet the Closing Date for Properties without the prior written consent of Lessor, which may be withheld by Lessor in its sole discretion and any Propertysuch purported subletting shall be void. Notwithstanding the foregoing, without Lessor’s consent, Lessee may sublet a portion of the Properties (collectively, the Lessee may sublease such Property or any portion thereof to any Person; provided“Permitted Subleases”), however, provided that: (a) no such sublease or other relinquishment of possession of any Property Lessee shall in any way discharge or diminish any provide written notice thereof to Lessor (accompanied by a copy of the obligations of the Lessee Permitted Sublease) at least ten (10) days prior to the Lessor and the other Participants under this Lease and the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a partydate of such Permitted Sublease; (b) each sublease of any Property Permitted Sublease shall expressly be made subject to and subordinated subordinate to this Lease and to the rights of the Lessor hereunderLease; (c) such sublease each Permitted Sublease shall expressly provide for not contain any terms inconsistent with this Lease (or if so, the immediate surrender terms of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a this Lease Event of Default and a request for such surrendershall control); and (d) such sublease unless otherwise mutually agreed upon by Lessor and the subtenant, each Permitted Sublease shall expressly provide for automatic termination at terminate upon the expiration or prior to the earlier of (i) the Expiration Date and (ii) the sooner termination of this Lease pursuant (and such shall be clearly set forth in all Permitted Subleases); (e) Lessee at all times remains liable hereunder irrespective of any Permitted Sublease; and (f) the use of any related Property shall not violate any applicable zoning codes and shall not be used for any of the purposes set forth on Schedule 14.05 even if such uses are otherwise permitted under the applicable zoning codes.Lessee covenants and agrees that Lessee: (i) shall observe and timely perform all of its obligations as the landlord under the Permitted Subleases in compliance with the terms thereof; (ii) shall not assign all or part of any Sublease without the prior written consent of Lessor; (iii) shall promptly provide Lessor with any notice of default received from Lessee by any subtenant or any notice of default sent by Lessee to any subtenant; (iv) shall furnish Lessor with any and all information requested by Lessor reasonably necessary for a Lease Event determination of Default unless the status of any Sublease; and (v) Lessee shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct Lessor with copies of such subleases any and all Permitted Subleases and/or amendments to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this LeasePermitted Subleases within five (5) days of execution thereof.

Subletting. After 18.1 Tenant shall not directly or indirectly, permit the Closing Date for any PropertyPremises to be occupied by anyone other than Tenant or sublet the Premises (collectively, the Lessee may sublease such Property "Sublease") or any portion thereof without Landlord's prior written consent in each instance. 18.2 If Tenant desires at any time to enter into a Sublease of the Premises or any Person; providedportion thereof, howeverit shall first give written notice to Landlord of its desire to do so, that: which notice shall contain (a) no such sublease or other relinquishment of possession of any Property shall in any way discharge or diminish any the name of the obligations proposed subtenant or occupant, (b) the nature of the Lessee proposed subtenant's or occupant's business to be carried on in the Lessor Premises, (c) the portion(s) of the Premises to be subject to Sublease and the square feet thereof and the other Participants under this Lease terms and the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a party; (b) each sublease of any Property shall expressly be made subject to and subordinated to this Lease and to the rights provisions of the Lessor hereunder; (cproposed Sublease including any sum(s) such sublease shall expressly provide payable to Tenant an consideration for entering into the immediate surrender of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; Sublease, and (d) such financial and other information as Landlord may reasonably request concerning the proposed subtenant or occupant. 18.3 At any time within sixty (60) days after Landlord's receipt of the notice specified in Section 18.2 hereof, Landlord may by written notice to Tenant elect to (a) Sublease itself the portion of the Premises specified in Tenant's notice or any portion thereof, (b) terminate this Lease as to the portion of the Premises that is specified in Tenant's notice or any portion thereof, with a proportionate abatement in the Annual Base Rental, (c) consent to the Sublease, or (d) withhold consent to the Sublease. In the event Landlord elects to sublease from Tenant as described in subsection (a) above, the subrent payable by Landlord to Tenant shall expressly be the lower of that set forth in Tenant's notice or the Annual Base Rental payable by Tenant under this Lease at the time of the Sublease (or a proportionate amount thereof representing the portion of the Premises subject to the Sublease if less than the entire Premises is subject to the Sublease). In the event Landlord elects the option set forth in subsection (a) above with respect to a portion of the Premises, then (i) Tenant shall at all times provide reasonable and appropriate access to such portion of the Premises and use of any common facilities, and (ii) Landlord shall have the right to use such portion of the Premises for automatic termination at any legal purpose in its sole discretion and the right to further sublease the portion of the Premises subject to Landlord's election without the consent of Tenant. If Landlord consents to the Sublease within said sixty (60) day period, Tenant may thereafter within ninety (90) days, enter into such Sublease of the Premises or portion thereof, upon the terms and conditions set forth in the notice furnished by Tenant to Landlord pursuant to Section 18.2 hereof; provided, that if any sum is payable to Tenant in consideration of Tenant's entering into such sublease, then Tenant shall pay such sum to Landlord prior to the earlier execution of the Sublease. In addition, if any amounts are payable to Tenant as subrent under the Sublease, Tenant shall pay to Landlord monthly during the term of such Sublease on account as Additional Rent the amount by which such monthly subrent exceeds the product of (i) the Expiration Date monthly Annual Base Rental then payable by Tenant under the Lease, and (ii) the termination fraction derived by dividing the square feet of the portion of the Premises subject to the Sublease by the Total Rentable Area of the Premises. 18.4 No consent by Landlord to any Sublease by Tenant shall relieve Tenant of any obligation to be performed by Tenant under this Lease, whether arising before or after the Sublease. The consent by Landlord to any Sublease shall not relieve Tenant from the obligation to obtain Landlord's express written consent to any other or subsequent Sublease. Any Sublease that is not in compliance with this Article 18 shall be void and, at the option of Landlord, shall constitute a material default by Tenant under this Lease. The acceptance of Annual Base Rental or Additional Rent by Landlord from a proposed sublessee shall not constitute the consent to such Sublease by Landlord. 18.5 Each sublessee shall assume, as provided in this Section 18.5, all obligations of Tenant under this Lease and shall be and remain liable jointly and severally with Tenant for the payment of Annual Base Rental and Additional Rent, and for the performance of all the terms, covenants, conditions and agreements herein contained on Tenant's part to be performed for the Term. No Sublease otherwise permitted hereunder shall be binding on Landlord unless the sublessee or Tenant shall deliver to Landlord within ten (10) days of execution a counterpart of the Sublease and an instrument in recordable form that contains a covenant of assumption by the sublessee satisfactory in substance and form to Landlord, consistent with the requirements of this Lease pursuant Section 18.5, but the failure or refusal of the sublessee to a Lease Event execute such instrument of Default unless assumption shall not release or discharge the Lessee shall have exercised sublessee from its Purchase Option and purchased liability as set forth above. 18.6 Anything contained in the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms foregoing provisions of which may extend beyond the Expiration Date. The Lessee shall, prior this section to the Closing Date contrary notwithstanding, neither Tenant nor any other person having an interest in the possession, use, occupancy or utilization of space in the Premises shall enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of space on the Premises which provides for rental or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person from the premises leased, used, occupied or utilized and any such Propertypurported lease, fully disclose sublease, license, concession or other agreement shall be absolutely void and ineffective an a conveyance of any right or interest in the existence possession, use, occupancy or utilization of such subleases to each Participant, provide true and correct copies any part of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this LeasePremises.

Subletting. After If, however, Tenant desires to sublet the Closing Date for any Property, the Lessee may sublease such Property whole or any portion thereof part of the Demised Premises to any Personother party, Tenant shall first: (a) pay Landlord, in advance, a nonrefundable sublet fee in the amount of Seven Thousand Five Hundred Dollars ($7,500.00) and (b) provide Landlord with written data pertaining to the proposed subtenant, including but not limited to the name of the proposed subtenant and its principle address and key officers, trustees or other persons holding control; financial statements for the proposed subtenant; a statement of the business activities of the proposed subtenant and its proposed use of the Demised Premises; proposed floor plans for the Demised Premises (if changes are requested); the proposed terms and form of the sublease agreement; the number of persons who will occupy the Demised Premises pursuant to the proposed sublease; and such other items as Landlord may reasonably request. After receipt of the above information and nonrefundable processing fee, Landlord shall have within five (5) business days the option of (i) consenting to the proposed sublease in writing, (ii) rejecting such proposed sublease and providing Tenant with reasonable grounds therefor, or (iii) canceling this Lease in writing as it applies to the area proposed to be subleased and relieving Tenant of any further liability hereunder as to such area. Except for a written cancellation pursuant to item (iii) above, Tenant shall in all events remain fully liable under this Lease. Any subtenants shall also become directly liable to Landlord for all obligations of Tenant under this Lease without relieving Tenant of any liability; provided, however, thatthat Landlord shall have the right to require that all payments made under this Lease continue to be made by Tenant. In no event shall Tenant have any right to assign, directly or indirectly, its rights or obligations under this lease except as provided in Paragraph A (Assignment) above. Reasonable grounds for Landlord's rejection of a proposed sublease include, without implied limitations, the following: (a) no such sublease or other relinquishment of possession of any Property shall in any way discharge or diminish any of the obligations of proposed subtenant's financial responsibility does not meet the Lessee same criteria Landlord used to select tenants for the Lessor and the other Participants under this Lease and the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a party; Building, (b) each sublease the proposed subtenant's business is not suitable for the Building considering the businesses of any Property shall expressly be made subject to other tenants in the Building and subordinated to this Lease and to the rights of the Lessor hereunder; Building's prestige or image, or (c) such the proposed use is inconsistent with the permitted uses described in Article III hereof. Consent to one sublease shall expressly provide for the immediate surrender of the applicable Property pursuant to the Lessor after notice from terms hereof shall not waive the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at or prior to the earlier of (i) the Expiration Date and (ii) the termination requirements of this Lease pursuant provision with respect to a Lease Event of Default unless the Lessee subsequent subleases, and all subsequent subleases shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases all terms and provisions contained herein. Notwithstanding anything to the contrary, Tenant will not have any rights to sublease the office suite if there is less than one (1) year remaining on the term of the Lease. Also, Tenant may not sublease to any tenant that is leasing another office suite in an office building managed by Haynes Management Inc. and any proposed subtenant must sublease the ▇▇▇▇▇ for the full remaining term of the Lease. If Landlord consents to the proposed sublease in writing and if the terms of which may extend beyond the Expiration Date. The Lessee shallsublease are such that the subtenant is paying Tenant MORE RENT than the rent detailed in Article II of the primary Lease between Landlord and Tenant, prior then Tenant will be required to pay to Landlord as additional rent sixty five percent (65%) of the Closing Date for any such Property, fully disclose difference between the existence rent the subtenant is paying to Tenant and the rent that Tenant is obligated to pay to Landlord under the terms of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this Lease.

Subletting. After the Closing Date for any Property, the (a) The Lessee may from time to time, sublease such the Property or any portion thereof to any PersonPerson and extend, modify or renew any sublease without the approval of Lessor; provided, however, that: (ai) no such sublease or other relinquishment of possession of any the Property shall in any way discharge or diminish any of the Lessee’s obligations of the Lessee to the Lessor and the other Participants under this Lease and the other Operative Documents hereunder, and the Lessee shall remain directly and primarily liable under this Amended and Restated Master Lease as to the Property, or portion thereof, so sublet and the other Operative Documents to which it is a party; (bii) each sublease to an Affiliate of any Property the Lessee shall expressly be made subject to and subordinated subordinate to this Amended and Restated Master Lease and to the rights of the Lessor hereunder; . (cb) Lessor hereby agrees, that, in the event of the early termination of this Amended and Restated Master Lease from any cause whatsoever, and while any sublease is in full force and effect, such termination of this Amended and Restated Master Lease shall not act as a merger or other termination of such sublease, and Lessee’s interest as sublessor in such sublease shall expressly provide for be deemed automatically assigned, transferred, and conveyed to Lessor; and, from and after such termination, Lessor shall be bound by the immediate surrender provisions of the applicable Property to sublease then in full force and effect on the Lessor after notice from the Lessor to such sublessee part of the occurrence of a Lease Event of Default and a request for such surrenderLessee, as sublessor; and (d) such sublease that the sublessee shall expressly be deemed thereupon and without further act to have attorned to Lessor. It is the intention hereof to provide for automatic termination at or prior to the earlier of (i) the Expiration Date and (ii) that the termination of this Lease pursuant while such sublease is in full force and effect shall not, in any way, by reason thereof, terminate such sublease or affect the rights of such sublessee. The foregoing is subject to the right of Lessee (or Lessor, if this Amended and Restated Master Lease has terminated) to terminate any sublease which is in default (notice thereof, if any required, having been given and the time for curing such default having expired) and any other rights and remedies reserved to Lessee in such sublease, and any other rights and remedies afforded to a Lease Event lessor of Default unless the Lessee shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this Leasereal property against a defaulting lessee.

Subletting. After For the Closing Date purposes of this Paragraph, a lease (other than the Lease) that is from time to time in effect for any Propertyspace in the Building (as such other lease may have been, the Lessee or may sublease such Property hereafter be, amended) is herein referred to as an “Other Lease.” If under an Other Lease it would be reasonable for Landlord to withhold its consent to a proposed subletting or any portion thereof sub-subletting to any Person; provided, however, that: (a) no such sublease or other relinquishment of possession of any Property shall in any way discharge or diminish any Tenant of the obligations space (or portion thereof) covered by the Other Lease based on the fact that Tenant is a tenant in the Building, then, subject to all of the Lessee terms, covenants and conditions of the Other Lease, and subject to all of Landlord’s rights under the Lessor and Other Lease, Landlord agrees not to withhold its consent to one (1) or more proposed sublettings (or sub-sublettings) to Tenant, as subtenant (or sub-subtenant), of a portion of space in the other Participants under this Building covered by the Other Lease and based solely on the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it fact that Tenant is a party; (b) each sublease of any Property shall expressly be made subject to tenant in the Building, provided that, and subordinated to this Lease and to the rights of the Lessor hereunder; (c) such sublease shall expressly provide for the immediate surrender of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at or prior to the earlier of only if (i) if there is more than one (1) proposed sublettings (or sub-sublettings) all of the Expiration Date proposed sublettings (or sub-sublettings) are from the same tenant (or subtenant) and all of the proposed sublettings (or sub-sublettings) are for portions of the Building covered by the same Other Lease (and, in the case of a sub-sublease to Tenant as sub-subtenant, are covered by the same sublease), (ii) the termination portions of this Lease the Building in question do not exceed 25,000 Rentable Square Feet, in the aggregate, inclusive of all portions of the Building in respect of which Tenant may sublease (or sub-sublease) pursuant to a any expansion rights or options set forth in the sublease (or sub-sublease) or otherwise (including rights of first offer and rights of first refusal), regardless of whether or not such rights or options are exercised, and (iii) on the date that Landlord receives the request for its consent to the proposed sublease (or sub-sublease) in full compliance with the provisions of the Other Lease Event in question (A) the Lease is in full force and effect, (B) the Tenant under the Lease is Switch & Data/NY Facilities Company LLC, (C) Tenant is not in default of Default unless any of the Lessee terms, covenants or conditions in the Lease on Tenant’s part to observe, perform or comply with, (D) Tenant occupies the entire Premises for its own behalf and is conducting its business therein, and (E) there are at least five (5) years remaining in the term of the Lease. Notwithstanding the foregoing, and notwithstanding any provision contained in the Other Lease in question which may be to the contrary, (1) Landlord shall have exercised its Purchase Option no obligation under any circumstances to enter into a non-disturbance agreement with Tenant as subtenant (or sub-subtenant) or otherwise to recognize Tenant as a direct tenant of the space covered by the sublease (or sub-sublease) upon the expiration of the term of the Other Lease or otherwise, and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms granting of which may extend beyond the Expiration Date. The Lessee shall, prior any consent to the Closing Date for sublease (or sub-subtenant) in question may, in Landlord’s sole discretion, be conditioned upon the tenant under the Other Lease and Tenant waiving any such Propertyobligation, fully disclose and (2) under no circumstances shall Tenant assign its sublease (or sub-sublease) or further sublet the existence space covered by the sublease (or sub-sublease), and the granting of such subleases to each Participant, provide true and correct copies of such subleases any consent to the Lessor sublease (or sub-sublease) in question may, in Landlord’s sole discretion, be conditioned upon Tenant waiving any right to, and Administrative Agent agreeing not to, assign its sublease (or sub-sublease) or further sublet the space covered by the sublease (or sub-sublease). All of Landlord’s obligations and represent Tenant’s rights under this Paragraph shall be of no further force or effect from and after the date that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases Landlord consents to the Lessor and shall use reasonable commercial efforts to obtain subletting or sub-subletting of any space in the Building by Tenant as the subtenant or sub-subtenant, or Tenant first sublets (or sub-sublets) any space in the Building from each such sublessee agreements to subordinate such sublease to this Leaseanother tenant or subtenant in the Building.

Subletting. After the Closing Date for any Property, the Lessee may sublease such Property or any portion thereof to any Person; provided, however, that: (a) no such sublease or other relinquishment Tenant may at any time and from time to time enter into Subleases of possession Rentable Space without Landlord’s consent; provided that the use of any Property shall in any way discharge or diminish any of the obligations of the Lessee to the Lessor and the other Participants under this Lease and the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it leased space is not a party; Prohibited Use. (b) each sublease of any Property shall expressly be made subject to and subordinated to this Lease and to the rights of the Lessor hereunder; (c) such sublease shall expressly provide Tenant agrees for the immediate surrender benefit of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease Landlord that each Sublease shall expressly provide for automatic termination at or prior to the earlier of stipulate that: (i) it is subject and subordinate to the Expiration Date terms and provisions of this Lease; (ii) in the event of termination of this Lease pursuant to for any reason, including, without limitation, a Lease Event voluntary surrender by Tenant, or in the event of Default unless the Lessee shall have exercised its Purchase Option and purchased any reentry or repossession of the Property pursuant by Landlord, Landlord may, at its option but with no obligation, take over all the right, title, and interest of Tenant, as sublessor, under such Sublease; (iii) when the Landlord opts to Section 18.1. On take over the Closing Date Sublease as sublessor, the Subtenant shall attorn to Landlord; and (iv) Landlord shall not (1) be liable for certain Propertiesany previous act or omission of Tenant under such Sublease, such Properties may (2) be subject to existing subleases any counterclaim, defense, or offset previously accrued in favor of the Subtenant against Tenant, (3) be bound by any security or advance rental deposit made by such Subtenant that is not delivered or paid over to Landlord and with respect to which such Subtenant shall look solely to Tenant for refund or reimbursement, or (4) be obligated to perform any work in the subleased space or to prepare it for occupancy, and in connection with such attornment, the Subtenant shall execute and deliver to Landlord any instruments Landlord may request to evidence and confirm such attornment. (c) Tenant agrees that each UT Sublease shall stipulate that: (i) it is subject and subordinate to the terms and provisions of this Lease; (ii) when the Landlord opts to take over a UT Sublease as sublessor, U.T. shall attorn to Landlord; and (iii) Landlord shall not (1) be liable for any previous act or omission of Tenant under such UT Sublease, (2) be subject to any counterclaim, defense, or offset previously accrued in favor of U.T. against Tenant, (3) be bound by any security or advance rental deposit made by U.T. that is not delivered or paid over to Landlord and with respect to which U.T. shall look solely to Tenant for refund or reimbursement, or (4) be obligated to perform any work in the subleased space or to prepare it for occupancy, and in connection with such attornment, U.T. shall execute and deliver to Landlord any instruments Landlord may extend request to evidence and confirm such attornment, subject to the requirements and limitations of applicable laws and regulations. (d) Tenant shall provide a copy to Landlord of any direct Sublease from Tenant to a Subtenant (but expressly excluding any Subleases, whether direct or indirect, to End Users who are not the named Subtenant) to Landlord. (e) If Tenant is not in default of this Lease beyond the Expiration Date. The Lessee any applicable notice and cure period, Landlord shall, prior to the Closing Date for any such Property, fully disclose the existence within thirty (30) days of such subleases to each Participantreceipt of written request, provide true a non-disturbance and correct copies of attornment agreement (a “Recognition Agreement”) to Subtenants and End Users in the form attached hereto as Exhibit G or such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this Leaseother mutually agreeable form.

Subletting. After the Closing Date for any Property, the (a) Lessee may sublease such Property not sublease, in whole or in ---------- part, any of its right, title or interest in, to or under this Lease or any portion thereof of the Site to any PersonPerson at any time, and any such sublease shall be void and of no force or effect; provided, however, that: that without the consent of -------- ------- Lessor, Lessee may sublease the Site to Sublessee pursuant to the Sublease. Regardless of Lessor's consent, no subletting shall release Lessee of Lessee's obligation or alter the primary liability of Lessee to pay Rent hereunder (aincluding, without limitation, Basic Rent and Supplemental Rent) no such sublease and to perform all other obligations to be performed by Lessee hereunder. The acceptance of Rent by Lessor or Agent from any other relinquishment of possession Person shall not be deemed to be a waiver by Lessor of any Property provision hereof. Consent to one subletting of the Site shall not be deemed consent to any subsequent or further subletting of the Site or any other Site. Lessor may proceed directly against Lessee without the necessity of exhausting remedies against said successor. (b) Lessee hereby assigns to Lessor all of Lessee's right, title and interest in any way discharge and to the Sublease, now or diminish hereafter in effect, including, but not limited to, all rents and other sums payable to Lessee under such Sublease. Lessor shall have no obligation to perform, and Lessee shall not by reason of such assignment be relieved of its obligation to perform, any of the obligations of the Lessee to the Lessor and the other Participants Lessee's covenants or agreements under this Lease and or covenants or agreements of Lessee, as sublessor, under the other Operative Documents and Sublease; provided that, upon the Lessee shall remain directly and primarily liable under termination of this -------- Lease and or upon termination of Lessee's right to possess the other Operative Documents to which it is a party; (b) each sublease of any Property shall expressly be made subject to and subordinated to this Lease and to the rights of the Lessor hereunder; (c) such sublease shall expressly provide for the immediate surrender of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of Site following a Lease Event of Default and a request for (the date of such surrender; and (d) such sublease termination shall expressly provide for automatic termination at or prior be referred to herein as the earlier of (i"Turnover Date") the Expiration Date and following shall apply: (iia) if Lessee acquires ------------- ownership of the termination Site in accordance with the terms of this Lease pursuant or if Lessee's right to possess the Site has been terminated following a Lease Event of Default unless then, subject to the provisions of Article XVIII, Lessee shall continue to be ------------- liable for all obligations under the Sublease; or (b) if Lessee does not acquire ownership of the Site, (i) Lessee shall continue to be liable for any obligations under the Sublease accruing or arising prior to the Turnover Date and for any tenant improvement obligations arising or accruing prior to the later of (x) the Turnover Date and (y) the scheduled termination date of the Lease Term and (ii) if the A-21 Sublease is not terminated in accordance with Section 12.2(b), Lessor (or any ------- ------- successor owner of the Site (the "Designated Owner")) shall assume and be liable ---------------- for, subject to the limitations on the liability of the Designated Owner set forth in Section 12.2 and subject to the limitations on the liability of Lessee set forth in Article XVIII, Lessee's obligations under the Sublease other than ------------- those referred to in clause (i) above. Prior to the Turnover Date, Lessee shall have exercised its Purchase Option the right to collect and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms enjoy all rents and other sums of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for money payable under any such Property, fully disclose the existence of such subleases to each Participant, provide true Sublease and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign have the right to modify, extend, amend or terminate any or all of the Sublease, so long as such subleases to modification, extension, amendment or termination could not have a Material Adverse Effect or conflict with or violate any of the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this LeaseOperative Documents.

Subletting. After the Closing Date for any Property, the Lessee may sublease such Property not assign, mortgage or pledge to any Person, including an Affiliate of Lessee, at any time, in whole or in part, any of its right, title or interest in, to or under this Lease or any portion thereof of the Leased Property and any such assignment, mortgage or pledge shall be void. Lessee may from time to time, sublease, in whole or in part, any of its right, title or interest in, to or under this Lease or any portion of the Leased Property (including the Existing Lease) to any PersonPerson and extend, modify or renew any sublease without the approval of Lessor or Agent; providedPROVIDED, howeverHOWEVER, that: (a) no such sublease or other relinquishment of possession of any the Leased Property shall in any way discharge or diminish any of the Lessee's obligations of the to Lessor hereunder, nor release or discharge, in whole or in part, Lessee to the Lessor from any such obligations, and the other Participants under this Lease and the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and as to the other Operative Documents to which it is a partyLeased Property, or portion thereof, so sublet; (b) each sublease of any Property shall expressly be made subject to and subordinated subordinate to this Lease and to the rights of the Lessor hereunder; (c) such each sublease shall expressly provide for the immediate surrender of the applicable Leased Property to or portion thereof by the applicable sublessee at the election of the Required Participants or Lessor (as applicable) after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrenderor upon the expiration or termination of this Lease; and (d) each sublease provides for a fair market lease term and a fair market rental rate as of the date such sublease was executed, and (e) Lessee pledges its entire interest in any such Sublease, including the right to receive rent or other payments thereunder, to lessor pursuant to SECTION 15.1.. With respect to any sublease permitted under this ARTICLE XII, Lessee shall expressly provide for automatic termination at not sublease any portion of the Leased Property to, or prior permit the sublease of any portion of the Leased Property to, or permit the sublease of any portion of the Leased Property by, any Person (a) who, to the earlier knowledge of any Responsible Officer of Lessee with operational responsibility, after reasonable inquiry, shall then be in default with respect to the payments of money under any instrument evidencing indebtedness or with respect to any liability for borrowed money or for the deferred purchase price of property if the aggregate amount of all such indebtedness, liabilities and purchase prices under or with respect to which such Person is then in default exceeds one-half of one percent (i0.50%) of such Person's net worth or capital and surplus, or (b) who shall then be engaged in any proceedings for relief under any bankruptcy or insolvency law or laws relating to the Expiration Date relief of debtors. All of Lessee's right, title and (ii) the termination of interest in, to and under each sublease is hereby pledged by Lessee to Lessor, as collateral for Lessee's obligations under this Lease and shall be further assigned to Agent pursuant to a the Assignment of Lease Event and the Assignment of Default unless the Lessee shall have exercised its Purchase Option Subleases, and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior at its expense, do any further act and execute, acknowledge, deliver, file, register and record any further documents which Agent or any Participant may reasonably request in order to the Closing Date for create, perfect, preserve and protect Lessor's and Agent's security interest in such sublease. Lessee shall, within fifteen (15) days after execution of any such Propertysublease to a Person which is not a wholly-owned Subsidiary of Lessee, deliver to Agent a fully disclose the existence executed copy of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this Leasesublease.

Subletting. After Tenant shall have the Closing Date for any Property, the Lessee may sublease such Property or right to sublet any portion thereof to of the Property at any Person; provided, however, that: time without Landlord’s consent (a) no such sublease to any sublessee that is owned by or other relinquishment under common control of possession of any Property shall in any way discharge Tenant, or diminish any of the obligations of the Lessee to the Lessor and the other Participants under this Lease and the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a party; (b) each sublease of to any Property shall expressly be made subject to and subordinated to this Lease and to the rights sublessee of the Lessor hereunderTenant Retained Parcel. Otherwise, ▇▇▇▇▇▇▇▇’s consent shall be required for any subletting of the Property, which consent shall not be unreasonably withheld, conditioned or delayed, provided that such sublease (i) prohibits any Noxious Use, (ii) does not release Tenant from any of its obligations under the Lease, (iii) does not extend beyond the primary term of the Lease, and (iv) Landlord is named as notice party and receives copies of all sublease documentation reasonably requested by Landlord. Upon any sublease, Landlord may require the Tenant and subtenant to execute a subordination, non-disturbance and attornment agreement in form reasonably acceptable to Landlord, Tenant and subtenant; (c) provided that the terms of such sublease shall expressly provide for not be modified thereby. In addition, if the immediate surrender subtenant or Landlord requests the other to execute a subordination, non-disturbance and attornment agreement in connection with such sublease, subtenant or Landlord will not unreasonably withhold or delay its consent to such agreement, provided that in the event of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at cancellation or prior to the earlier of (i) the Expiration Date and (ii) the termination of this Lease pursuant for any reason whatsoever or of the surrender of this Lease by operation of law prior to a Lease Event the expiration date of Default unless the Lessee sublease, subtenant shall have exercised its Purchase Option make full and purchased the Property pursuant complete attornment to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases Landlord under either the terms of which may extend beyond this Lease or the Expiration Dateterms of the sublease, in Landlord’s sole and absolute discretion. The Lessee shallIn the event that this Lease is terminated or cancelled, prior and Landlord, following request by a subtenant, elects to apply the terms of this Lease to a subtenant, Base Rent for the Properties subleased to such subtenant shall be determined by fair market value appraisal obtained by Landlord at the time of termination of this Lease, but not less than any allocation of Base Rent to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to Property in this Lease.

Subletting. After With respect to each and every sublease or subletting under the Closing Date provisions of this Lease, it is further agreed that: (i) No sublease shall be for a term (including any renewal rights contained in the sublease) extending beyond the expiration date of the initial term of this Lease; (ii) No sublease shall grant to the subtenant any greater rights or impose on the subtenant any lesser obligations (other than the payment of rent and other than modifications made solely to limit the subtenant’s obligations so as to cover only the subleased premises) than the rights granted to and obligations imposed on Tenant pursuant to the Lease; (iii) No sublease shall be valid, and no subtenant shall take possession of the Premises or any part thereof, until an executed counterpart of the Sublease (and all ancillary documents executed in connection with such subtenant’s occupancy of the Premises or with respect to or modifying such sublease) has been delivered to Landlord; (iv) Each sublease shall provide that, subject to the provisions of any Landlord’s Nondisturbance Agreement (as hereinafter defined) between Landlord and the subtenant thereunder, such sublease shall be subject and subordinate to this Lease and to any matters to which this Lease is or shall be subordinate, and that in the event of termination, reentry or dispossession by Landlord under this Lease Landlord may, at its option (unless Landlord shall have delivered a Landlord Non-Disturbance Agreement, as hereinafter defined), take over all of the right, title and interest of Tenant, as sublessor, under such sublease, and such subtenant shall, at Landlord’s option (unless Landlord shall have delivered a Landlord Non-Disturbance Agreement), attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not be (i) liable for any Propertyprevious act or omission of Tenant under such sublease, (ii) subject to any credit, offset, claim, counterclaim, demand or defense which such subtenant may have against Tenant, (iii) subject to any free or abated rent provided or to be provided to the Lessee may subtenant thereunder; (iv) bound by any previous modification of such sublease such Property which does not comply with the terms of this Lease and which has not been provided to Landlord, or by any previous payment of any amount due under this Lease more than one (1) month in advance of the due date thereof, (v) bound by any covenant of Tenant to undertake or complete any construction of the Premises or any portion thereof, (vi) required to account for any security deposit of the subtenant other than any security deposit actually delivered to Landlord by Tenant, (vii) responsible for any monies (including without limitation any work allowance) owing by Tenant to the credit of subtenant, (viii) bound by any obligation to make any payment to such subtenant or grant any credits, except for services, repairs, maintenance and restoration provided for under the sublease to be performed after the date of such attornment, or (ix) required to remove any person occupying the Premises or any part thereof to any Person; provided(the matters described in the foregoing clauses (i) through (ix) being herein collectively called the “Excluded Obligations”); (v) Each sublease shall provide that the subtenant may not assign its rights thereunder or further sublet the space demised under the sublease, howeverin whole or in part, that: except with Landlord’s prior written consent (a) no such sublease or other relinquishment it being agreed that a change of possession control, as defined herein, of any Property subtenant shall be deemed to be an assignment of such sublease); and (vi) Each subletting shall be subject to all of the covenants, agreements, terms, provisions and conditions contained in this Lease. The Named Tenant shall and will remain fully liable for the payment of the Minimum Rent and Additional Rent due and to become due hereunder and for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performed and all acts and omissions of any way discharge licensee or diminish subtenant or anyone claiming under or through any subtenant which shall be in violation of any of the obligations of this Lease, and any such violation shall be deemed to be a violation by Tenant. Tenant further agrees that notwithstanding any such subletting, no other and further subletting of the Lessee Premises by Tenant or any person claiming through or under Tenant shall or will be made except upon compliance with and subject to the Lessor and the other Participants under this Lease and the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a party; (b) each sublease of any Property shall expressly be made subject to and subordinated to this Lease and to the rights of the Lessor hereunder; (c) such sublease shall expressly provide for the immediate surrender of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at or prior to the earlier of (i) the Expiration Date and (ii) the termination provisions of this Lease pursuant to a Lease Event of Default unless the Lessee shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this LeaseArticle.

Subletting. After An assignment for the Closing Date for any Propertybenefit of Tenant's creditors or otherwise by operation of law shall not be effective to transfer or assign Tenant's interest under this Lease unless Landlord shall have first consented thereto in writing. (b) Anything contained in this Lease to the contrary notwithstanding, Tenant shall have the Lessee may sublease such Property right to assign this Lease and/or sublet all or any portion thereof to of the Premises without the prior written consent of Landlord, and without affording Landlord any Person; providedprofit sharing rights as set forth in Subparagraph 5(a), howevernor any recapture rights as set forth in Subparagraph 5(c), that: below, to: (ai) no such sublease any corporation or other relinquishment entity that is a parent, subsidiary or affiliate of possession Tenant; (ii) any corporation or other entity which is a successor (immediate or remote) to the initial Tenant hereunder, either by merger or consolidation, in accordance with applicable law; (iii) any corporation or other entity a majority of whose voting stock is owned by Tenant; (iv) any corporation or other entity which has the power to direct Tenant's management and operation or whose management and operation is controlled by Tenant; and (v) any purchaser of all or substantially all of the assets or substantially all of the voting stock and equity interests in Tenant; (all of the foregoing collectively hereinafter referred to as "Related Entities"). Tenant shall provide Landlord with written notice of any Property shall in any way discharge such assignment or diminish any subletting within thirty (30) days of the obligations effective date thereof, which notice shall include the correct name and address of the Lessee to the Lessor and the other Participants under this Lease and the other Operative Documents and the Lessee assignee or sublessee. Tenant shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a party; (b) each sublease of not be released by any Property shall expressly be made subject to and subordinated to this Lease and to the rights of the Lessor hereunder; such assignment or sublet. (c) such In the event Tenant requests in writing to assign this Lease or to sublease shall expressly provide for the immediate surrender all or any substantial portion of the applicable Property Premises to any person or entity other than a Related Entity, Landlord shall have the Lessor after option to terminate this Lease, which option shall be exercisable by written notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and Landlord (d"Recapture Notice") such sublease shall expressly provide for automatic termination at or prior to the earlier of (i) the Expiration Date and (ii) the termination of this Lease pursuant to a Lease Event of Default unless the Lessee shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this Lease.to

Subletting. After the Closing Date for any Property, the (a) The Lessee may not assign this Lease hereunder ---------- in whole or in part. The Lessee from time to time, may sublease such the Property or any portion thereof to any PersonPerson and extend, modify or renew any sublease without the approval of Lessor, the Agent or the Lenders; provided, however, that: that (ai) no such sublease or other relinquishment of possession of all or any portion of the Property shall in any way discharge or diminish any of the Lessee's obligations of the Lessee to the Lessor and the other Participants under this Lease and the other Operative Documents hereunder, and the Lessee shall remain directly and primarily liable under this Lease as to the Property, or portion thereof, so sublet and the other Operative Documents to which it is a party; (bii) each sublease to an Affiliate of any Property the Lessee shall expressly be made subject to and subordinated subordinate to this Lease and to the rights of the Lessor hereunder; . (cb) Lessor hereby agrees, that, in the event of the early termination of this Lease from any cause whatsoever, and while any sublease is in full force and effect, such termination of this Lease shall not act as a merger or other termination of such sublease, and Lessee's interest as sublessor in such sublease shall expressly provide for be deemed automatically assigned, transferred, and conveyed to Lessor; and, from and after such termination, Lessor shall be bound by the immediate surrender provisions of the applicable Property to sublease then in full force and effect on the Lessor after notice from the Lessor to such sublessee part of the occurrence of a Lease Event of Default and a request for such surrenderLessee, as sublessor; and (d) such sublease that the sublessee shall expressly be deemed thereupon and without further act to have attorned to Lessor. It is the intention hereof to provide for automatic termination at or prior to the earlier of (i) the Expiration Date and (ii) that the termination of this Lease pursuant while such sublease is in full force and effect shall not, in any way, by reason thereof, terminate such sublease or affect the rights of such sublessee. The foregoing is subject to the right of Lessee (or Lessor, if the Lease has terminated) to terminate any sublease which is in default (notice thereof, if any required, having been given and the time for curing such default having expired) and any other rights and remedies reserved to Lessee in such sublease, the right of Lessor to terminate any sublease made (i) with an Affiliate of Lessee, (ii) on terms less than fair market value for similar properties in the San Jose, California metropolitan area at the inception of such sublease or (iii) having an area of 7,500 square feet or less, and any other rights and remedies afforded to a Lease Event lessor of Default unless the Lessee shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this Leasereal property against a defaulting lessee.

Subletting. After Developer shall be entitled, with the Closing Date for any Propertyprior written ---------- consent of Landlord, to sublet the Lessee may sublease such Property whole or any portion thereof of the Premises or the improvements constructed thereon by or under Developer and, without limiting the foregoing, may establish a leasehold condominium regime on the Premises, or portions thereof, in accordance with the provisions of California law, including California Civil Code Sections 783 and 1350-1360. Developer shall, at all times, remain liable for the performance of all of the covenants on its part to be so performed, notwithstanding any subletting. Each sublease shall be subject and subordinate not only to this Lease, but also to any Person; provided, however, that: (a) no New Lease made by Landlord as provided in Section 4.8 above. If the term of this Lease shall end while any such sublease is in effect, Landlord may, at its option, for a period of ninety (90) days thereafter, either terminate the said sublease or succeed to all of the rights of Developer thereunder. Where any sublease which is consistent with this Lease is approved, Landlord may grant to the subtenant, under such an approved sublease entered into in good faith and for reasonable consideration, a right of quiet enjoyment in recordable from (a "nondisturbance agreement") during the term of the sublease, notwithstanding the expiration, termination or cancellation of this Lease; provided that (i) the term of the sublease, plus extension or renewal options, does not extend beyond the term of this Lease, plus extension options; (ii) such subtenant agrees that in the event this Lease expires, terminates or is cancelled during the term of the sublease, the sublease shall be deemed a direct lease between Landlord and such subtenant and the subtenant shall attorn to Landlord. In the event that Landlord objects to any proposed nondisturbance agreement or sublease, Landlord agrees to notify Developer in writing of such objection and of its reasons for such objection within twenty (20) days of its receipt of the proposed nondisturbance agreement and sublease. Subject to the foregoing provisions of this subsection 5.7, Landlord hereby approves generally of the form of nondisturbance agreement attached hereto as Exhibit "E". Any approvals or grants of quiet enjoyment given or made by Landlord pursuant to this subsection 5.7 shall be binding upon Landlord, its successors or assigns, including without limitation any person or entity succeeding to the interest of Landlord by way of judicial foreclosure or trustee sale proceedings pursuant to any mortgage or deed of trust, the lien or charge of which is subject and subordinate to this Lease. Any sublease, with respect to which Landlord agrees to execute a nondisturbance agreement pursuant to this subsection 5.7, may be a sublease pursuant to which the subtenant is responsible for the construction of the building improvements upon the subleased premises (a "Ground Sublease" herein). Any Ground Sub-lease may contain a hypothecation provision similar to Section 4 of this Lease for the benefit of the holder of any mortgage or deed of trust constituting a lien on the subleasehold estate created by virtue of the Ground Sublease. Any nondisturbance agreement executed and delivered by Landlord for the benefit of the sublessee under a Ground Sublease shall specifically recite that it is for the benefit of any such holder of a deed of trust or mortgage constituting a lien on the subleasehold estate created by such Ground Sublease; that the term "sublease" as used in 49 the nondisturbance agreement shall be deemed to include any new sublease executed and delivered to any such holder of a first deed of trust or first mortgage following a termination of the sublease pursuant to a provision in the sublease similar to subsection 4.8 of this Lease, and that the term "sublessee" under the nondisturbance agreement shall be deemed to include any encumbrances or other relinquishment party succeeding to the sublessee under the Ground Sublease by virtue of possession judicial or private power of sale foreclosure proceedings or by delivery of an assignment in lieu of foreclosure, or otherwise. Where Landlord agrees to execute a nondisturbance agreement for the benefit of the sublessee under any Property Ground Sublease, such agreement shall in any way discharge or diminish any of be subject to the obligations of the Lessee sublessee thereunder being no less than the obligations of the Developer hereunder with respect to the Lessor and the other Participants under this Lease and the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a party; (b) each sublease of any Property shall expressly be made subject to and subordinated to this Lease and to the rights of the Lessor hereunder; (c) such sublease shall expressly provide for the immediate surrender of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at or prior to the earlier of (i) the Expiration Date and (ii) the termination of this Lease pursuant to a Lease Event of Default unless the Lessee shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this Leasesubleased premises.

Subletting. After If Tenant subleases any portion of the Closing Date for Premises to any Propertyparty (the "Subtenant"), the Lessee may sublease such Property or any portion thereof parties agree that, as a condition to Landlord's consent to any Person; providedsuch sublease, howeverthe Subtenant shall be required to pay directly to Landlord all rent payments due from Subtenant under the sublease. Such sums received by Landlord from the Subtenant, that: (a) no such sublease or other relinquishment of possession of less any Property shall sums to which Landlord is directly entitled because they are in any way discharge or diminish any excess of the obligations rents otherwise payable by Tenant for the sublet Premises, as described in Section XII.C of the Lessee Lease, if any (the "Tenant Sublease Profits") shall be applied by Landlord to the Lessor and payments owed by Tenant under the other Participants under this Lease and Lease, as amended hereby, in the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a party; (b) each sublease of any Property shall expressly be made subject to and subordinated to this Lease and to the rights of the Lessor hereunder; (c) such sublease shall expressly provide for the immediate surrender of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at or prior to the earlier of following order (i) to Tenant's obligation to pay Repayment Payments until the Expiration Date total amount of Deferred Base Rent is paid in full to Landlord (even if the Tenant Sublease Profits are received by Landlord prior to July 1, 2005), and then (ii) to Tenant's obligation to pay the termination Monthly Repayment Amount until the Letter of Credit has been fully restored (even if the Tenant Sublease Profits are received by Landlord prior to July 1, 2005), and then (iii) to increase the Security Deposit held by Landlord pursuant to Article VI of the Lease to an amount not to exceed $2,531,476.80 (the "Increased Deposit Amount"), and then (iv) to Tenant. Notwithstanding the foregoing, nothing contained herein or in the sublease shall release or relieve Tenant from its obligations under the Lease, as amended hereby, including, without limitation, the obligation to timely make all Rent payments due under the Lease. Notwithstanding the foregoing, unless otherwise agreed to in writing, Tenant shall not be obligated to increase the Security Deposit except as provided above with the application of Tenant's Sublease Profits pursuant to the terms and conditions of this Lease pursuant to a Lease Event of Default unless the Lessee shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this Lease.I.F.

Subletting. After A. Lessee, with the Closing Date for any Propertyprior written consent of Lessor, the Lessee consent of which may be granted or denied in Lessor’s sole and absolute discretion, may sublet a portion of, or the entire Leased Premises space in the structures on the Leased Premises to a Subtenant or Subtenants pursuant to a written sublease, which shall contain among other provisions the following: (1) The sublease such Property or any portion thereof to any Person; provided, however, that: (a) no such sublease or other relinquishment of possession of any Property shall in any way discharge or diminish any of the obligations of the Lessee to the Lessor and the other Participants under this Lease and the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a party; (b) each sublease of any Property shall expressly must be made subject to and subordinated to governed by all of the covenants and provisions of this Lease Lease. Subtenant must abide by all of the terms and conditions thereof applicable to the rights Leased Premises and use thereof. The sublease may only be for a lesser term than specified in Section 2 and for a rental greater than that specified in Section 3. (2) The Subtenant shall maintain and keep in force commercial liability insurance as described in Section 13.A. with a combined single limit not less than one million dollars ($1,000,000). Such insurance requirement may be complied with by Subtenant’s coverage under Lessee’s master liability insurance policy. (3) The sublease must contain an Indemnification provision, substantially the same as set forth in Section 12 hereof. (4) The sublease shall not become effective until an executed copy thereof is delivered to Lessor’s Department of Aviation. B. In its absolute and sole discretion, Lessor may deny its consent to any sublease if Lessor in its sole discretion determines based upon written information supplied to Lessor by Lessee at least sixty (60) days prior to the Lessor hereunder; (c) effective date of such sublease that the proposed subtenant has failed to demonstrate the ability to perform the proposed sublease in a competent and financially responsible manner. Failure of Lessee to provide adequate written information concerning the subtenant sufficient for Lessor to make such determination shall expressly provide be, in and of itself, a sufficient basis for the immediate surrender of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease deny its consent to any proposed sublease. Lessor shall expressly provide for automatic termination at inform Lessee in writing whether it grants or prior denies its consent to the earlier of (i) the Expiration Date and (ii) the termination of this Lease pursuant proposed sublease. Consent to a Lease Event of Default unless the Lessee subletting for use by any other person shall have exercised its Purchase Option and purchased the Property pursuant not be deemed consent to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this Leasesubsequent subletting.

Subletting. After 16.3.1 Unless the Closing Date sublease sought to be entered into is (i) a Permitted Rental Agreement as defined under Section 16.4, or (ii) to an entity that controls, is controlled by or is under common control with Tenant (collectively, an “Exempt Sublease”), Tenant shall not sublet the whole or any part of the Premises, nor grant an option for sublease for the whole or any Propertypart of the Premises without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Landlord shall consent to a proposed sublease or grant of an option for sublease if such use is consistent with the Lessee may permitted uses of the Premises set forth in Section 1.3 in this Lease. If Landlord shall give its consent to any sublease, this Section 16.3 shall nevertheless continue in full force and effect and no further sublease such Property shall be made without Landlord’s consent. No sublease authorized under this Section 16.3 shall relieve or release the Tenant from any obligation or responsibility required of the Tenant under this Lease. ▇▇▇▇▇▇▇▇ agrees to enter into non-disturbance and attornment agreements with commercial subtenants upon commercially reasonable terms if requested to do so. 16.3.2 Except with respect to an Exempt Sublease, if Tenant desires to sublease, or grant an option for sublease, for the whole or part of the Premises, or any portion thereof to of this Lease or any Person; providedinterest therein, however, that: (a) no such sublease or other relinquishment Tenant shall notify Landlord in writing of possession of any Property shall in any way discharge or diminish any said desire and the details of the obligations of the Lessee to the Lessor and the other Participants under this Lease and the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a party; proposed agreement at least sixty (b60) each sublease of any Property shall expressly be made subject to and subordinated to this Lease and to the rights of the Lessor hereunder; (c) such sublease shall expressly provide for the immediate surrender of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at or days prior to the earlier proposed date of (i) sublease, or grant of an option therefor, to a third party. The notification shall include to a full disclosure of the Expiration Date monetary payment or any other consideration involved, the proposed date of the sublease, and (ii) a copy of the termination sublease agreement between the Tenant and new tenant. Tenant shall also provide any financial, corporate or other information regarding the proposed sublease or the subtenant reasonably requested by Landlord. 16.3.3 Any sublease made in violations of this Lease pursuant to a Lease Event of Default unless the Lessee Section 16.3 shall have exercised its Purchase Option be null and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Propertiesvoid and without any effect whatsoever, such Properties and may be subject to existing subleases deemed by Landlord as a default under the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this Lease.

Subletting. After (a) Tenant shall not have the Closing Date for right to assign this Sublease Agreement or to sublet the whole or a portion of the Leased Space, whether voluntarily or by operation of law, or permit the use or occupancy of any Propertyof the Leased Space by anyone other than the Tenant or the Lessor's Landlord, without the Lessee may sublease prior written consents of Lessor and of Lessor's Landlord (which consent shall not be unreasonably withheld) and such Property restrictions shall be binding upon any assignee or subtenant to which Lessor and Lessor's Landlord have consented. In determining whether to grant such consents to Tenant, Lessor and Lessor's Landlord shall require that no such subtenant of Tenant shall be a direct or indirect competitor of Lessor or of Lessor's Landlord or otherwise be of an unsuitable or objectionable nature. Tenant shall be entitled to retain any premium over the Rental hereunder which it receives under any such sublease. In the event Tenant desires to sublet the Leased Space, or any portion thereof, or assign this Sublease Agreement, Tenant shall give notice thereof to Lessor and Lessor's Landlord within sixty (60) days prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, a detailed statement of the terms of any Person; providedsuch sublease and copies of financial reports and other relevant financial information as to the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, howeverTenant shall at all times remain directly, that: primarily and fully responsible for the payment of the rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Sublease Agreement. Upon the occurrence of an "event of default" (a) as hereinafter defined), if the Leased Space or any part thereof is then assigned or sublet, Lessor, in addition to any other remedies herein provided by law, may, at its option, collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Lessor from Tenant hereunder, and no such sublease collection shall be construed to constitute a novation or other relinquishment a release of possession Tenant from the further performance of any Property shall in any way discharge or diminish any of the Tenant's obligations of the Lessee to the Lessor and the other Participants under this Lease and the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a party; hereunder. (b) each In addition to, but not in limitation of, Lessor's Landlord's and Lessor's right to approve any subtenant or assignee, in the event that Tenant desires to sublet the Leased Space, or any portion thereof, or assign this Sublease Agreement, Tenant shall give written notice thereof to Lessor and Lessor's Landlord, and Lessor's Landlord and Lessor shall have the right and option, in its sole discretion, to terminate this Sublease Agreement, or in the case of an actual or proposed subletting or assignment of less than the entire Leased Space, to recapture the portion of the Leased Space sublet, as of the date the proposed subletting or assignment is to be effective. The option shall be exercised, if at all, by Lessor or Lessor's Landlord giving Tenant written notice thereof within sixty (60) days following Lessor's receipt of Tenant's written notice as provided above. If this Sublease Agreement shall be terminated with respect to the entire Leased Space pursuant to this paragraph, the term of this Sublease Agreement shall end on the date stated in Tenant's notice as the effective date of the proposed sublease or assignment, as if that date had been originally fixed in this Sublease Agreement for the expiration of the term hereof. If Lessor recaptures under this paragraph only a portion of the Leased Space, the Rental during the unexpired term shall ▇▇▇▇▇ proportionately based on the rent contained in this Sublease Agreement as of the date immediately prior to such recapture. Tenant shall, at Tenant's own cost and expense, discharge and pay in full all expenses of such proposed or actual sublease or assignment (including legal and brokerage fees and the cost of preparing the Leased Space therefor). If Lessor or Lessor's Landlord does not exercise its option to recapture the Leased Space under this paragraph, then Tenant shall have the right to sublet the Leased Space, or any Property shall expressly be made portion thereof, or assign this Sublease Agreement, subject to and subordinated to this Lease and to the rights of the Lessor hereunder; (cSection 9(a) such sublease shall expressly provide for the immediate surrender of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at or prior to the earlier of (i) the Expiration Date and (ii) the termination of this Lease pursuant to a Lease Event of Default unless the Lessee shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this Leaseabove.

Subletting. After the Closing Date for any Property, the Lessee may sublease such Property or any portion thereof to any Person; provided, however, that: (a) no such sublease or other relinquishment of possession of Tenant shall not enter into any Property shall Sublease except in any way discharge or diminish any of the obligations of the Lessee accordance with this Section. Subject to the Lessor other terms and the other Participants under this Lease and the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a party; (b) each sublease of any Property shall expressly be made subject to and subordinated to this Lease and to the rights of the Lessor hereunder; (c) such sublease shall expressly provide for the immediate surrender of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at or prior to the earlier of (i) the Expiration Date and (ii) the termination conditions of this Lease pursuant to a Lease Event of Default unless the Lessee Lease, Tenant shall have exercised its Purchase Option the right to enter into Subleases at any time and purchased from time-to-time during the Property pursuant Lease Term with such Eligible Subtenants and upon such commercially reasonable terms and conditions consistent with Building Standards, as Tenant shall deem fit and proper. Any proposed Sublease to Section 18.1an Affiliate of Tenant must be at fair market rent and consistent with the terms, conditions, covenants and limitations of this Lease. On Tenant shall notify Landlord if it desires to enter into any Sublease the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms term of which may would potentially extend beyond the Expiration DateDate (whether due to the length of the initial term or as such term may be renewed or extended by Subtenant in accordance with the express terms of the Sublease) or earlier termination date, and Tenant shall refrain from entering into any such Sublease unless and until Landlord provides written approval thereof in its sole discretion or the Parties mutually agree to an arrangement and terms and conditions for Subleases having terms which extend beyond the Expiration Date or sooner termination of this Lease. The Lessee shallTenant shall not have any right to enter into a Sublease for the Public Facilities or the Public Facilities Parcel. (b) Tenant covenants that it will perform, observe, and use commercially reasonable efforts to cause Subtenants to perform and observe, the respective covenants, conditions and agreements required to be performed and observed under each Sublease. ▇▇▇▇▇▇▇▇ agrees that, at the request of Tenant, Landlord and any Fee Mortgagee shall enter into an attornment and non- disturbance agreement with any Subtenants (“Attornment Agreement”), which shall be in form and substance reasonably acceptable to the parties thereto, and shall provide, among other things, that if this Lease terminates, the Subtenant shall attorn to Landlord, and Landlord shall attorn to Subtenant, and Subtenant shall agree to pay the previously agreed upon rents and all other charges provided for in the Sublease directly to Landlord and perform the obligations, covenants and conditions specified in the Sublease and Attornment Agreement during the remaining Sublease term notwithstanding termination of this Lease, and, except as may otherwise be provided in the Attornment Agreements, Subtenant shall expressly release, discharge and acquit Landlord of any Liabilities of Tenant to Subtenant and waive any defense, affirmative defense, cause of action or right of Subtenant against Tenant relating to the period prior to the Closing Date for any such Property, fully disclose the existence date of such subleases to each Participant, provide true and correct copies termination of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this Lease. All Subleases for space at any Residential Building shall be on forms consistent with those made by other landlords of buildings meeting the Building Standards (e.g., rental abatements and concessions, other tenant inducements, etc.), which forms shall be provided to Landlord upon request.

Subletting. After For the Closing Date purposes of this Paragraph, a lease (other than the Lease) that is from time to time in effect for any Propertyspace in the Building (as such other lease * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. may have been, the Lessee or may sublease such Property hereafter be, amended) is herein referred to as an “Other Lease.” If under an Other Lease it would be reasonable for Landlord to withhold its consent to a proposed subletting or any portion thereof sub-subletting to any Person; provided, however, that: (a) no such sublease or other relinquishment of possession of any Property shall in any way discharge or diminish any Tenant of the obligations space (or portion thereof) covered by the Other Lease based on the fact that Tenant is a tenant in the Building, then, subject to all of the Lessee terms, covenants and conditions of the Other Lease, and subject to all of Landlord’s rights under the Lessor and Other Lease, Landlord agrees not to withhold its consent to one (1) or more proposed sublettings (or sub-sublettings) to Tenant, as subtenant (or sub-subtenant), of a portion of space in the other Participants under this Building covered by the Other Lease and based solely on the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it fact that Tenant is a party; (b) each sublease of any Property shall expressly be made subject to tenant in the Building, provided that, and subordinated to this Lease and to the rights of the Lessor hereunder; (c) such sublease shall expressly provide for the immediate surrender of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at or prior to the earlier of only if (i) if there is more than one (1) proposed sublettings (or sub-sublettings) all of the Expiration Date proposed sublettings (or sub-sublettings) are from the same tenant (or subtenant) and all of the proposed sublettings (or sub-sublettings) are for portions of the Building covered by the same Other Lease (and, in the case of a sub-sublease to Tenant as sub-subtenant, are covered by the same sublease), (ii) the termination portions of this Lease the Building in question do not exceed 25,000 Rentable Square Feet, in the aggregate, inclusive of all portions of the Building in respect of which Tenant may sublease (or sub-sublease) pursuant to a any expansion rights or options set forth in the sublease (or sub-sublease) or otherwise (including rights of first offer and rights of first refusal), regardless of whether or not such rights or options are exercised, and (iii) on the date that Landlord receives the request for its consent to the proposed sublease (or sub-sublease) in full compliance with the provisions of the Other Lease Event in question (A) the Lease is in full force and effect, (B) the Tenant under the Lease is Switch & Data/NY Facilities Company LLC, (C) Tenant is not in default of Default unless any of the Lessee terms, covenants or conditions in the Lease on Tenant’s part to observe, perform or comply with, (D) Tenant occupies the entire Premises for its own behalf and is conducting its business therein, and (E) there are at least five (5) years remaining in the term of the Lease. Notwithstanding the foregoing, and notwithstanding any provision contained in the Other Lease in question which may be to the contrary, (1) Landlord shall have exercised its Purchase Option no obligation under any circumstances to enter into a non-disturbance agreement with Tenant as subtenant (or sub-subtenant) or otherwise to recognize Tenant as a direct tenant of the space covered by the sublease (or sub-sublease) upon the expiration of the term of the Other Lease or otherwise, and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms granting of which may extend beyond the Expiration Date. The Lessee shall, prior any consent to the Closing Date for sublease (or sub-subtenant) in question may, in Landlord’s sole discretion, be conditioned upon the tenant under the Other Lease and Tenant waiving any such Propertyobligation, fully disclose and (2) under no circumstances shall Tenant assign its sublease (or sub-sublease) or further sublet the existence space covered by the sublease (or sub-sublease), and the granting of such subleases to each Participant, provide true and correct copies of such subleases any consent to the Lessor sublease (or sub-sublease) in question may, in Landlord’s sole discretion, be conditioned upon Tenant waiving any right to, and Administrative Agent agreeing not to, assign its sublease (or sub-sublease) or further sublet the space covered by the sublease (or sub-sublease). All of Landlord’s obligations and represent Tenant’s rights under this Paragraph shall be of no further force or effect from and after the date that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases Landlord consents to the Lessor and shall use reasonable commercial efforts to obtain subletting or sub-subletting of any space in the Building by Tenant as the subtenant or sub-subtenant, or Tenant first sublets (or sub-sublets) any space in the Building from each such sublessee agreements to subordinate such sublease to this Leaseanother tenant or subtenant in the Building.

Subletting. After Tenant may, without the Closing Date for any PropertyAuthority’s consent, enter into short­ term subleases of portions of its Occupied Space within the Lessee may sublease such Property or any portion thereof Leased Premises from time to any Person; providedtime, however, that: as long as (a) no the portions of the Occupied Leased Premises that are being subleased by Tenant, at any particular time, do not exceed in the aggregate more than fifty percent (50%) of Tenant’s Occupied space as of that time, (b) any such sublease shall not be for a term of more than twelve (12) consecutive months, and (c) Tenant shall promptly provide the Authority with written notice of such subletting (and such other information as the Authority shall reasonably request in connection therewith) upon Tenant’s entering into any such sublease. Except as provided in the preceding sentence, Tenant shall not sublease or other relinquishment permit any part of possession the Leased Premises to be occupied by others without the prior written consent of any Property Authority, which consent may be withheld or granted in the Authority’s sole and absolute discretion. In the event of a sublease, Tenant shall in any way discharge or diminish any remain liable to the Authority to perform all of the obligations of the Lessee to the Lessor and the other Participants under this Lease and the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a party; (b) each sublease of any Property shall expressly be made subject to and subordinated to this Lease and to the rights Tenant hereunder upon failure of the Lessor hereunder; (c) such subtenant to perform the same. To the extent the Authority’s consent to a subletting is required as described above, the Authority will not unreasonably withhold its consent to a sublease shall expressly provide for the immediate surrender of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at or prior to the earlier of if: (i) Tenant and the Expiration Date proposed subtenant can demonstrate to the reasonable satisfaction of the Authority that the subtenant can and shall perform each and every obligation and condition of Tenant under the terms of this Lease Agreement; (ii) the termination proposed subtenant’s use of this Lease pursuant and the business that the proposed subtenant proposes to conduct at that portion of the Leased Premises that the subtenant shall be subleasing from Tenant shall be only as provided in Section 206(A) above; (iii) the proposed subtenant demonstrates to the reasonable satisfaction of the Authority that the proposed subtenant will be able to obtain, in a Lease timely manner, all certificates, licenses and permits from all Governmental Entities, required or appropriate to enable the proposed subtenant to carry on the proposed subtenant’s proposed business at the Leased Premises and to enable the proposed subtenant to sublease that portion of the Leased Premises from Tenant, including without limitation a “repair station certificate” as required under 14 CFR Part 145 (the “145 Certificate”) and an air quality permit from the applicable Governmental Entities; (iv) no Event of Default unless by Tenant under this Lease has then occurred and is then continuing; and (v) the Lessee form and substance of the proposed subtenant’s sublease shall have exercised be reasonably satisfactory to the Authority. The subtenant shall not assign or sublease its Purchase Option and purchased sublease except with the Property pursuant to Section 18.1. On prior written approval of the Closing Date for certain PropertiesAuthority, such Properties which may be subject withheld or granted in the Authority’s sole and absolute discretion; and any sublease shall contain a clause to existing subleases this effect. If a subletting of all or a portion of the terms Leased Premises is permitted as described in the first sentence of which may extend beyond this Section or is otherwise permitted by the Expiration Date. The Lessee shallAuthority, prior to the Closing Date Tenant shall be obligated for any such Propertybreach by the subtenant or the subtenant’s Employees, fully disclose agents, contractors or Invitees, of the existence of such subleases to each Participant, provide true Tenant’s obligations and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to covenants under this Lease.

Subletting. After The identity and financial position of the Closing Date for any PropertyTenant is a material consideration of Landlord entering into this Lease. Tenant shall not, the Lessee may sublease such Property directly or indirectly, assign or sublet under this Lease or any portion thereof part thereof, nor permit all or any part of the Premises to be used or occupied by another, without first obtaining the written consent of Landlord, which consent shall be at the sole discretion of Landlord. Any mortgage, pledge or assignment of this Lease, or if Tenant is a corporation, any Person; providedtransfer of this Lease from Tenant, howeveror through any change in the ownership of or power to vote the majority of the outstanding voting stock of Tenant, that: (a) no shall constitute an assignment for the purposes of this Section. Any assignment or subletting made without such Landlord's consent, shall be voidable by Landlord. Any consent by Landlord, unless specifically stated therein, shall not relieve Tenant from its obligations under this Lease. To be effective, any assignment or sublease or must be in writing and signed by the Landlord, Tenant and assignee/subtenant, and shall set forth the entire consideration being given and received. The acceptance of Rent from any other relinquishment person shall neither be deemed to be a waiver of possession of any Property shall in any way discharge or diminish any of the provisions of this Lease nor be deemed to be a consent to the assignment of this Lease or subletting of the Premises. If Landlord shall consent to any assignment or subletting, the assignee/subtenant shall assume all obligations of the Lessee to the Lessor Tenant hereunder and the other Participants under this Lease and the other Operative Documents and the Lessee neither Tenant nor any assignee/subtenant shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a party; (b) each sublease be relieved of any Property shall expressly liability hereunder if there should be made subject to and subordinated to this Lease and to the rights of the Lessor hereunder; (c) such sublease shall expressly provide for the immediate surrender of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease an Event of Default by assignee/subtenant in the performance of any of the terms, covenants and a conditions hereof. In the event Tenant shall request for such surrender; and (d) such sublease shall expressly provide for automatic termination at the consent of Landlord to any assignment or prior to the earlier of (i) the Expiration Date and (ii) the termination subletting of this Lease pursuant Lease, Tenant shall pay, as Additional Rent, all of Landlord's reasonable attorneys' fees, administrative costs, and processing costs incurred by Landlord in connection therewith irregardless of whether or not Landlord consents to a Lease Event of Default unless the Lessee shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this Leaseassignment or subletting.

Subletting. After 7. Tenant agrees that it will not sublet the Closing Date demised Premises, or any part thereof, nor assign this lease, or any interest therein, without first obtaining the written consent of the Landlord. If a sublet occurs above the existing rate, one-half (1/2) of the difference shall be paid to the Landlord, at the time it is due to Tenant. A. Assignment/Sublet—(Limitations on transfers) Without limiting the other instances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that Landlord is reasonable to withhold its consent in any Propertyof these instances: 1. The proposed assignee or sublessee is a governmental agency; 2. In Landlord's reasonable judgment, the Lessee financial worth of the proposed assignee or sublessee does not meet the credit standards applied by Landlord for other tenants under leases with comparable terms; 3. In Landlord's reasonable judgment, the character, reputation or business of the proposed assignee or subtenant is inconsistent with the desired tenant-mix or the quality of other tenancies in the Building; 4. Landlord has experienced previous defaults by or is in litigation with the proposed assignee or subtenant; 5. The proposed assignment or sublease will create a vacancy elsewhere in the Building; 6. The proposed assignee or subtenant is a person with whom Landlord is negotiating to lease space in the Building; 7. Tenant is in default of any obligation of Tenant under this Lease, or Tenant had defaulted under this Lease on three (3) or more occasions during the twelve (12) months preceding the date that Tenant requests consent; 8. The assignment or sublease is prohibited by Landlord's lender; 9. The proposed assignee or subtenant is a competitor of one of the tenants of the Building; B. Assignment/Sublet Other—Transactions Requiring Landlord's Consent These transactions will also require Landlord's prior written consent which may sublease be withheld in the absolute discretion of the Landlord: 1. An assignment by operation of law; 2. An imposition (whether or not consensual) of a lien; mortgage, or encumbrance upon Tenant's interest in this Lease; 3. An assignment, or right to compel an assignment, to a lender or creditor, or a nominee of a creditor or lender, by the Tenant for purpose of assisting the lender or creditor in securing collateral, asset value or diminishing loss when the assignee does not assume all of the duties and obligations of the Tenant under the Lease; 4. An arrangement (including without limitation management agreements, concessions, and licensees) that allows the use and occupancy of all or part of the Premises by anyone other than the Tenant; 5. A transfer of voting control of Tenant, if Tenant is a corporation; a transfer of more than 50% of the interest in the capital or beneficial ownership of Tenant, if Tenant is a partnership or limited liability company or trust; and conversion of Tenant from a genera partnership to a limited liability partnership. INSOLVENCY 8. Any assignment for the benefit of creditors or by operation of law shall not be effective to transfer any rights here under to the said assignee without the written consent of the Landlord first have been obtained. It is further agreed between the parties hereto that if Tenant shall be declared insolvent, or if any assignment of Tenant's property shall be made for the benefit of creditors or otherwise, or if Tenant's leasehold interest herein shall be levied upon under execution, or seized by virtue of any writ of any court of law, or a Receiver be appointed for the property of Tenant, whether under the operation of State or Federal statutes, then and in any such Property or any portion thereof to any Person; providedcase, howeverLandlord may, that: (a) no such sublease or other relinquishment of at its option, terminate this lease and retake possession of said Premises, without being guilty of any Property shall in manner of trespass or forcible entry or detainer, and without the same working any way discharge or diminish any forfeiture of the obligations of the Lessee to the Lessor and the other Participants under this Lease and the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a party; (b) each sublease of any Property shall expressly be made subject to and subordinated to this Lease and to the rights of the Lessor Tenant hereunder; (c) such sublease shall expressly provide for the immediate surrender of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at or prior to the earlier of (i) the Expiration Date and (ii) the termination of this Lease pursuant to a Lease Event of Default unless the Lessee shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this Lease.

Subletting. After the Closing Date for any Property, the (a) Lessee may shall not sublease such Property or any portion thereof to any Personof the Premises without Lessor's prior consent, which consent may be withheld by Lessor in its sole discretion; provided, however, that: (a) no that Lessee may sublet any portion of the premises to an Affiliate of Lessee. The term of any such sublease (including any renewal or other relinquishment extension options contained in such sublease) must end no later than one day prior to the expiration of possession the Term. Lessee shall deliver a conformed copy of any Property shall in any way discharge or diminish any of the obligations of the Lessee proposed sublease to the Lessor and Agent within thirty (30) days after the other Participants under this Lease and the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a party; effective date of such sublease. (b) each Each sublease of any Property entered into by Lessee shall expressly be made subject to provide that, from and subordinated to this Lease and to the rights of the Lessor hereunder; (c) such sublease shall expressly provide for the immediate surrender of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at or prior to the earlier of (i) the Expiration Date and (ii) the termination of this Lease pursuant or re-entry by Lessor or other succession by Lessor to a Lease Event Lessee's estate in the Premises, subtenant shall waive any right to surrender possession or to terminate the sublease and, at Lessor's election, shall be bound to Lessor for the balance of Default unless the term of the sublease and shall attorn to and recognize Lessor, as its landlord, under all of the then executory terms of the sublease, except that Lessor shall not (i) be liable for any previous act, omission or negligence of Lessee shall have exercised its Purchase Option and purchased under the Property pursuant to Section 18.1. On the Closing Date for certain Propertiessublease, such Properties may (ii) be subject to existing subleases any counterclaim, defense or offset not expressly provided for in the sublease theretofore accruing to subtenant against Lessee, or (iii) be obligated to perform any repairs or work in any Property. Subtenant shall execute and deliver such instruments as Lessor may reasonably request to evidence and confirm such attornment. (c) Each sublease (i) shall provide that it is, and at all times shall remain, subject and subordinate to this Lease, to all of the provisions, covenants, agreements, terms and conditions hereof and to any matters to which this Lease is subject and subordinate and (ii) shall include an agreement by the subtenant, enforceable directly by Lessor, to confirm such subordination in writing at the request of Lessor. At Lessee's request, Lessor shall execute and deliver a non-disturbance agreement in form and substance reasonably acceptable to Lessor, provided that Lessor and the Requisite Holders, in their sole discretion, each determine that the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to and the nature, creditworthiness and character of the proposed subtenant are such that Lessor would, in the absence of this Lease, enter into a direct lease with such subtenant for such premises and on such terms.

Subletting. After (a) Lessee shall not sublet any or all of the Closing Date for Property without the prior written consent of Lessor, which may not be un reasonably withheld, conditioned or delayed, withheld, and any Property, the Lessee may sublease such Property or any portion thereof to any Personpurported subletting without such consent shall be void; provided, however, thatthat Lessee may, without Lessor's consent, sublet up to 20% of the Property for mechanical or manufacturing related purposes or other uses in furtherance of the Permitted Facility (each such sublease described in this Section 14.04, individually, a "Sublease" and collectively, "Subleases", and each subtenant thereunder, individually a "Subtenant" and collectively, "Subtenants") so long as each Sublease contains the following provisions: (i) the Sublease is subject and subordinate to this Lease; (ii) the Sublease shall not contain any terms inconsistent with this Lease (or if so, the terms of this Lease shall control); (iii) the rent due under any Sublease shall be fixed rent and shall not be based on the net profits of any Subtenant; (iv) unless otherwise mutually agreed upon by Lessor and the related Subtenant, the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof), provided that the related Subtenant agrees to attorn to Lessor if Lessor elects to assume the Sublease following a termination of this Lease; and (v) Lessee shall at all times remain liable under this Lease irrespective of any Sublease. (b) Lessee covenants and agrees that (i) Lessee shall observe and timely perform all of its obligations as the landlord or sublandlord under each Sublease in compliance with the terms thereof; (ii) Lessee shall not assign all or part of any Sublease without the prior written consent of Lessor; (iii) Lessee shall promptly provide Lessor with any notice of default received from Lessee by any Subtenant or any notice of default sent by Lessee to any Subtenant; (iv) Lessee shall furnish Lessor with any and all information requested by Lessor reasonably necessary for a determination of the status of any Sublease; and (v) Lessee shall provide Lessor with copies of any and all Subleases and/or amendments to Subleases within five (5) Business Days of execution thereof. (c) As security for the payment and performance by Lessee of its obligations under this Lease, Lessee hereby assigns, transfers, sets over and grants to Lessor, a security interest in any and all of Lessee's right, title and interest, powers, privileges and other benefits as landlord under each Sublease, including, without limitation: (a) no such sublease or other relinquishment of possession of any Property shall in any way discharge or diminish any of the obligations of the Lessee to the Lessor rent and the other Participants under this Lease and the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a partyproceeds thereof; (b) each sublease the right to enter upon, take possession of and use any Property shall expressly be made subject to and subordinated to this Lease and to all property subleased or granted by Lessee under the rights of the Lessor hereunderapplicable Sublease; (c) such sublease shall expressly provide for the immediate surrender right to make all waivers and agreements, to give all notices, consents and releases, to take all action upon the happening of any default giving rise to a right in favor of Lessee under the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrenderSublease; and (d) the right to do any and all other things whatsoever which Lessee is or may become entitled to do under the applicable Sublease. Upon the occurrence of and during the continuance of an Event of Default hereunder, Lessee agrees that, at the option of Lessor and in addition to such sublease other rights and remedies as may be afforded to Lessor under this Lease, Lessor shall expressly provide have the right, without giving notice to or obtaining the consent of Lessee, to exercise, enforce or avail itself of any of the rights, powers, privileges, authorizations or benefits assigned and transferred to Lessor pursuant to this Section 14.04(c), including, without limitation, the right to collect all amounts due under any Sublease. From and after the occurrence of an Event of Default, Lessee does hereby irrevocably appoint Lessor as Lessee's true and lawful attorney, with full power (in the name of Lessee or otherwise) to ask, require, demand, receive and give acquittance for automatic termination at every payment under or prior arising out of any Sublease to which Lessee is or may become entitled. Lessee declares that this appointment is coupled with an interest and shall be irrevocable by Lessee. Lessee further agrees to execute any and all other instruments deemed reasonably necessary by Lessor to further the earlier intent of the foregoing assignment and to vest Lessor in each Sublease. Notwithstanding any provision contained in this Section 14.04(c), (i) Lessor shall not be obligated to perform or discharge any obligation, duty or liability under any Sublease by reason of the Expiration Date foregoing assignment; and (ii) the termination of this Lease pursuant Lessor shall not be liable or responsible for, and Lessee agrees to a Lease Event of Default unless the Lessee shall have exercised its Purchase Option indemnify and purchased the Property pursuant hold Lessor harmless from and against any liability, loss, cost or damage, claim or demand against Lessor arising, directly or indirectly, from or related to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this LeaseSublease.

Subletting. After the Closing Date for any Property, the The Lessee may not, without the consent of the Lessor, sublease such Property any Leased Asset or any portion thereof to any Person; provided, howeverexcept on the terms expressly provided below, that: (a) no and any such sublease that does not comply with such terms shall be null and void. No sublease or other relinquishment of possession of any Property such Leased Asset shall in any way affect, amend, reduce, discharge or diminish any of the Lessee's obligations of the Lessee to the Lessor and the other Participants under this Lease and the other Operative Documents hereunder and the Lessee shall remain directly and primarily liable (and not as a guarantor or a surety) under this Lease and the other Operative Documents as to which it is a party; (b) each such Leased Asset, or portion thereof, so sublet. Any sublease of any Property such Leased Asset shall expressly be made subject to and subordinated to this Lease and to the rights of the Lessor hereunder; (c) such sublease hereunder and shall expressly provide for the immediate surrender of the applicable Property to Leased Asset by the sublessee thereof at the election of Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at or prior to upon the earlier to occur of (i) the Expiration Date and (ii) the termination of this Lease pursuant as to such Leased Asset, including any termination caused by or resulting from the exercise by the Lessor of its rights or remedies hereunder or (ii) the Expiration Date for such Leased Asset. No such sublease may provide for use of such Leased Asset by the sublessee in a manner other than as permitted under this Lease Event or provide for a term which extends beyond the last day of Default unless the Base Term for such Leased Asset. Lessee shall have exercised its Purchase Option give Lessor prompt written notice of any sublease permitted under this Article X, and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for within thirty (30) days after execution of any such Propertysublease, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases deliver to the Lessor and Administrative the Collateral Agent a fully executed copy of such sublease. The Lessor acknowledges that it has received a copy of the sublease dated April 30, 2001, as amended to the date hereof, between the Lessee and represent Lumenis Ltd.; provided that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to acknowledgment does not constitute an acknowledgment by the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate that such sublease to complies with this Lease.Section 10.1 or a waiver by the Lessor of any rights it may have. ARTICLE XI

Subletting. After the Closing Date for any Property, the Lessee may sublease such Property or any portion thereof to any Person; provided, however, that: (a) no such sublease or other relinquishment of possession of Tenant shall not enter into any Property shall Sublease except in any way discharge or diminish any of the obligations of the Lessee accordance with this Section 6.1. Subject to the Lessor other terms and the other Participants under this Lease and the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a party; (b) each sublease of any Property shall expressly be made subject to and subordinated to this Lease and to the rights of the Lessor hereunder; (c) such sublease shall expressly provide for the immediate surrender of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at or prior to the earlier of (i) the Expiration Date and (ii) the termination conditions of this Lease pursuant to a Lease Event of Default unless the Lessee Lease, Tenant shall have exercised its Purchase Option the right to enter into Subleases at any time and purchased from time-to-time during the Property pursuant Lease Term with such Eligible Subtenants and upon such commercially reasonable terms and conditions consistent with Building Standards, as Tenant shall deem fit and proper. Any proposed Sublease to Section 18.1an Affiliate of Tenant must be at fair market rent and consistent with the terms, conditions, covenants and limitations of this Lease. On Tenant shall notify Landlord if it desires to enter into any Sublease the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms term of which may would potentially extend beyond the Expiration DateDate (whether due to the length of the initial term or as such term may be renewed or extended by Subtenant in accordance with the express terms of the Sublease) or earlier termination date, and Tenant shall refrain from entering into any such Sublease unless and until Landlord provides written approval thereof in its sole discretion or the Parties mutually agree to an arrangement and terms and conditions for Subleases having terms which extend beyond the Expiration Date or sooner termination of this Lease. (b) Tenant covenants that it will perform, observe, and use commercially reasonable efforts to cause Subtenants to perform and observe, the respective covenants, conditions and agreements required to be performed and observed under each Sublease. The Lessee shallLandlord agrees that, at the request of Tenant, Landlord and any Fee Mortgagee shall enter into an attornment and non- disturbance agreement with any Subtenants (“Attornment Agreement”), which shall be in form and substance reasonably acceptable to the parties thereto, and shall provide, among other things, that if this Lease terminates, the Subtenant shall attorn to Landlord, and Landlord shall attorn to Subtenant, and Subtenant shall agree to pay the previously agreed upon rents and all other charges provided for in the Sublease directly to Landlord and perform the obligations, covenants and conditions specified in the Sublease and Attornment Agreement during the remaining Sublease term notwithstanding termination of this Lease, and, except as may otherwise be provided in the Attornment Agreements, Subtenant shall expressly release, discharge and acquit Landlord of any Liabilities of Tenant to Subtenant and waive any defense, affirmative defense, cause of action or right of Subtenant against Tenant relating to the period prior to the Closing Date for any such Property, fully disclose the existence date of such subleases to each Participant, provide true and correct copies termination of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this Lease. All Subleases for space at any Residential Building shall be on forms consistent with those made by other landlords of buildings meeting the Building Standards (e.g., rental abatements and concessions, other tenant inducements, etc.), which forms shall be provided to Landlord upon request.

Subletting. After the Closing Date for any Property, the Lessee may sublease such Property or any portion thereof to any Person; provided, however, that: (a) no Except as otherwise expressly provided in this Lease, Tenant shall not sublet any or all of the Properties without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed and any such sublease purported subletting without consent shall be void, and any Sublease shall be included in the definition of a “Transfer.” (b) As security for performance of its obligations under this Lease, Tenant hereby grants, conveys and assigns to Landlord all right, title and interest of Tenant in and to all subleases now or other relinquishment hereafter in effect (the “Subleases”) entered into for any part or all of possession a Property and any and all extensions, modifications and renewals thereof and all rents, issues and profits therefrom. Nothing in this Section 15.04 shall constitute an agreement by Landlord to permit Tenant to enter into Subleases without Landlord’s written consent. (c) Each Sublease of any Property of the Properties which is consented to by Landlord or otherwise permitted pursuant to the terms of this Lease shall in any way discharge be subject and subordinate to the provisions of this Lease (and all future amendments to this Lease). No Sublease shall affect or diminish reduce any of the obligations of the Lessee to the Lessor Tenant hereunder, and the other Participants all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no Sublease had been made. No Sublease shall impose any additional obligations on Landlord under this Lease Lease. (d) Tenant shall, within ten (10) days after the execution and the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a party; (b) each sublease delivery of any Property sublease consented to by Landlord or otherwise permitted under the terms of this Lease, deliver a duplicate original copy thereof to Landlord. (e) Landlord shall expressly be made subject have no obligation to and subordinated recognize any or to this Lease and agree to the rights not disturb any subtenant of the Lessor hereunder; (c) such sublease shall expressly provide for the immediate surrender of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Tenant upon any Event of Default and a request for such surrender; and (d) such sublease of Tenant under this Lease, unless Landlord shall expressly provide for automatic termination at agree to do so in writing by separate instrument, but Landlord shall have no obligation to do so. Landlord’s consent to any Sublease shall not be construed as or prior imply any agreement on Landlord’s part to recognize any Subtenant. In the earlier event of (i) the Expiration Date and (ii) Tenant’s surrender of this Lease or the termination of this Lease pursuant for any reason or by any circumstance, Landlord may, at its option, either terminate any or all subtenancies or succeed to the interest of Tenant as sublandlord thereunder (except to the extent that Landlord has entered into a Lease nondisturbance agreement with a Subtenant). During the time that any uncured Event of Default unless the Lessee shall have exercised its Purchase Option and purchased the Property exists hereunder, Landlord may collect from each Subtenant all rent payable by such Subtenant pursuant to Section 18.1. On its Sublease and apply it toward Tenant’s obligations under this Lease, and any Subtenant is hereby provided with notice that Subtenant shall be required to pay all sublease rent directly to Landlord upon receipt of notice from Landlord that an uncured Event of Default exists under this Lease. (f) Notwithstanding any provision to the Closing Date for certain Propertiescontrary in this Article XV, Tenant may sublease up to fifteen (15%) of any Property without Landlord’s consent (a “Permitted Sublease”); provided, that any such Properties may Permitted Sublease shall be subject to existing subleases the all other terms and conditions of which may extend beyond the Expiration Date. The Lessee shall, this Section 15.04 with respect to a Sublease (other than obtaining Landlord’s prior to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this Leaseconsent).

Subletting. After Provided Tenant is not then in default of any of the Closing Date terms or conditions of the Lease, then notwithstanding anything to the contrary in Section 4.1 of the Lease Tenant shall have the continuing right for any Propertythe first three (3) years only of the Extended Term (i.e., only until May 31, 2004) to sublet a portion of the Lessee may sublease such Property or any portion thereof Demised Premises of up to any Personapproximately 5,000 square feet without obtaining the prior consent of Landlord; expressly provided, however, that: that any such sublease must not extend beyond May 31, 2004. Further, for the first three (a3) no years only of the Extended Term (i.e., only until May 31, 2004), Landlord shall waive Landlord's rights to recapture the subleased space, assess processing fees, and collect excess rents from such sublease(s) only. Any such subletting shall be subject to the remaining provisions of Section 4 and after the first three (3) Lease Years Landlord shall have the right to assess a subleasing fee. Tenant shall immediately furnish Landlord with written notice and a fully-executed copy of any such sublease agreement, together with a floor plan of the sublet area. Provided Tenant first obtains the written consent of the Landlord to such sublease or other relinquishment assignment as required by Section 4 and further provided that Tenant is not in default of possession of any Property shall in any way discharge or diminish any of the obligations terms or conditions of the Lessee Lease on the date each rent payment is due pursuant to such sublease or assignment, then notwithstanding Section 4.3 of the Lease, only Fifty Percent (50%) of any rent and other consideration accruing to Tenant as a result of each such sublease or assignment which is in excess of the pro rated portion of Base Annual Rent and Additional Rent then being paid by Tenant for the Demised Premises or portion thereof being sublet pursuant to said sublease or assignment shall be paid by Tenant to Landlord monthly as Additional Rent. Tenant shall be permitted to deduct the reasonable advertising costs, reasonable brokerage commissions and reasonable remodeling costs per square foot, in calculating Landlord's share of the net excess rent and other consideration to be paid to Landlord pursuant hereto. Tenant shall provide documentation of such expenses to Landlord at the time Tenant requests Landlord's giving consent to the Lessor and the other Participants under this Lease and the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a party; (b) each sublease of any Property shall expressly be made subject to and subordinated to this Lease and to the rights of the Lessor hereunder; (c) such sublease shall expressly provide for the immediate surrender of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at subletting or prior to the earlier of (i) the Expiration Date and (ii) the termination of this Lease pursuant to a Lease Event of Default unless the Lessee shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this Leaseassignment.

Subletting. After LESSEE shall not, without the Closing Date for any Propertyexpress written consent of LESSOR which shall not be unreasonably withheld subject to the satisfaction of all other requirements in this Section, sublet the Lessee may sublease such Property Leased Premises or any portion thereof, or permit the use of the Leased Premises by any party other than LESSEE (or, in the case of use, by its affiliated companies). Any consent which LESSOR may give for a sublease shall not destroy this provision, and later subleases shall be made likewise only on the prior consent of ▇▇▇▇▇▇ expressed in writing. In the case of such permitted sublease, the SUBLESSEE shall become directly liable to LESSOR for all obligations of LESSEE hereunder, but no sublease by LESSEE shall relieve LESSEE of any liability hereunder. If this Lease is designated as a Non-Commercial lease in Section 4 above, subleasing is not permitted. Any sublease shall be in writing, and LESSEE shall provide a copy thereof to any Person; providedLESSOR at least thirty (30) days in advance of the proposed inception date. ▇▇▇▇▇▇ shall respond in writing, either consenting or refusing to consent to said sublease, at least fifteen (15) days in advance of the proposed inception date and, in the event of ▇▇▇▇▇▇’s refusal to consent, shall provide written reasons for such refusal. ▇▇▇▇▇▇ will act reasonably when considering the proposal, however, that: (a) no LESSOR may refuse to approve the proposed sublease in the event that such sublease or other relinquishment of possession of any Property shall is in any way discharge or diminish any conflict with the needs of the obligations of airport or in conflict with the Lessee to SAA’s planning strategy, as set forth in the Lessor and the other Participants under this Lease and the other Operative Airport Planning Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents SAA Airport Leasing Policy. LESSOR’s reasonable denial may include, but is not limited to, failure to which it is a party; (b) each sublease of any Property shall expressly be made subject meet financial obligations, or proposed sublessee’s inability or unwillingness to and subordinated to this Lease and adhere to the rights of the Lessor hereunder; (c) such sublease shall expressly provide for the immediate surrender of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default Airport Rules and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at or prior to the earlier of (i) the Expiration Date and (ii) the termination of this Lease pursuant to a Lease Event of Default unless the Lessee shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this LeaseRegulations.

Subletting. After Tenant shall not assign this Lease, or sublet all or any part of the Closing Date unit, without Owners prior written consent. ◻ INSURANCE. Tenant assumes ALL RESPONSIBILITY for any Propertyloss or damage to property stored by Tenant in the unit and may or may not elect to provide insurance coverage for the same. OWNER DOES NOT MAINTAIN INSURANCE FOR THE BENEFIT OF TENANT WHICH IN ANY WAY COVERS ANY LOSS WHATSOEVER THAT TENANT MAY HAVE OR CLAIM BY TENANT AND EXPRESSLY RELEASES OWNER FROM ANY LOSSES, CLAIMS, SUITS AND/OR DAMAGES OR RIGHT OF SUBROGATION FOR LOSSES TO SAID PROPERTY CAUSED BY FIRE, THEFT, WATER, RAIN STORMS, TROPICAL STORM, HURRICANE, TORNADO, EXPLOSION, RIOT; RODENTS, CIVIL DISTURBANCES, INSECTS, SONIC BOOM, LAND VEHICLES, UNLAWFUL ENTRY OR ANY OTHER CAUSE WHATSOEVER, NOR SHALL OWNER BE LIABLE TO TENANT AND/OR TENANT’S GUEST OR INVITEES FOR ANY PERSONAL INJURIES SUSTAINED BY TENANT AND/OR TENANT’S GUEST OR INVITEES WHILE ON OR ABOUT OWNER’S PREMISES. ◻ FIRE; CONDEMNATION. If fire or other casualty causes damage to the Lessee self-storage facility or the self- storage facility is totally or partially taken by way of eminent domain, Owner may sublease terminate this Lease on written notice to Tenant and, upon such Property termination, all rent and other sums owing hereunder shall be paid up to the date of the damage or any portion thereof taking. ◻ SUBORDINATION. This Lease is subject and subordinate to any Person; provided, however, that: (a) no such sublease and all present or future ground leases and mortgages affecting the unit or the self-storage facility. ◻ WAIVER. Owner’s acceptance of any total or partial payment or rent or other relinquishment of possession sum due hereunder shall not be a waiver of any Property shall in any way discharge of Owner’s rights or diminish any remedies. ◻ INSPECTION. Owner reserves the right to inspect all property left on space, and may inspect the contents of items left on the obligations of the Lessee to the Lessor and the other Participants under this Lease and the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a party; (b) each sublease of any Property shall expressly be made subject to and subordinated to this Lease and to the rights of the Lessor hereunder; (c) such sublease shall expressly provide for the immediate surrender of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at or prior to the earlier of (i) the Expiration Date and (ii) the termination of this Lease pursuant to a Lease Event of Default unless the Lessee shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the Closing Date for any such Property, fully disclose the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are space based on reasonable commercial terms. The Lessee shall collaterally assign all such subleases notice to Tenant, except in cases of emergency, when Owner may enter and inspect the Lessor and shall use reasonable commercial efforts space at any time without notice to obtain from each such sublessee agreements to subordinate such sublease to this LeaseTenant.

Subletting. After The Club shall not sublease portions of the Closing Date for any PropertyLeased Premises, nor permit other Persons to occupy or conduct business in portions of the Leased Premises, except as expressly permitted by this Agreement or with the prior written consent of the PFD. The Club shall not sublease the entire Leased Premises, or such material portion thereof as would transfer substantial control and possession of the Ballpark, without the prior written consent of the PFD, which consent may be withheld at the sole discretion of the PFD. In addition to other provisions of this Agreement which allow the Club to sublease or permit other Persons to occupy or conduct business in the Ballpark, the Lessee may sublease such Property Club may, without the consent of the PFD, (a) sublet or any portion thereof permit other Persons to any Personoccupy or conduct business in the Ballpark for the purposes of operating retail outlets and restaurants, (b) sell or grant licenses, subleases or similar interests in the ordinary course of business to concessionaires, vendors, advertisers, users and others, and (c) sell licenses and similar interests in reserved seats, club seats and suites; provided, however, that: that the term of any such subleases, licenses and other interests shall, except as otherwise provided in a Sublessee Nondisturbance Agreement delivered pursuant to the following paragraph, automatically terminate upon termination of this Agreement. The Club specifically agrees that any such sublease, license or other interest which could reasonably give rise to an expectancy of long-term rights (agenerally, but not necessarily limited to interests with a term of longer than one year), shall include explicit provision for such automatic termination. Within thirty (30) no days after written request from the Club, the PFD shall enter into an agreement (each, a "Sublessee Nondisturbance Agreement") with any Direct Access Retailer to whom the Club subleases any portion of the Leased Premises, provided that the term of such sublease or other relinquishment does not extend beyond the Term. The Sublessee Nondisturbance Agreement shall include any reasonable provisions required by the sublessee, subject to the reasonable approval of possession of any Property shall the PFD, but in any way discharge or diminish any of the obligations of the Lessee to the Lessor and the other Participants under this Lease and the other Operative Documents and the Lessee event a Sublessee Nondisturbance Agreement shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a party; (b) each sublease of any Property shall expressly be made subject to and subordinated to this Lease and to the rights of the Lessor hereunder; (c) such sublease shall expressly provide for the immediate surrender of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at or prior to the earlier of (i) reaffirm the Expiration Date and PFD's ownership of the Leased Premises, (ii) confirm that this Agreement is in full force and effect, without any defaults (or, if one or more defaults exist, specifying such defaults), and (iii) provide that so long as the termination sublessee complies with all of this Lease pursuant to a Lease Event of Default unless the Lessee shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms and conditions of which may extend beyond its sublease, and the Expiration Date. The Lessee shall, prior sublessee attorns to the Closing Date for PFD, the PFD shall not join the sublessee as a party in any such Property, fully disclose action or proceeding to enforce or terminate this Agreement or otherwise interfere with the existence of such subleases to each Participant, provide true and correct copies of such subleases to the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this Lease.sublessee's rights under its sublease

Subletting. After the Closing Date for any Property, the Lessee may sublease such Property or any portion thereof to any Person; provided, however, that: (a) no such sublease The Cooperative is a shareholder-occupied complex. Shares are sold with the understanding that the buyer and/or his or other relinquishment of possession of any Property shall in any way discharge her family will occupy the apartment. Accordingly, Shareholder hereby agrees not to sublet his or diminish any her Apartment without the prior written consent of the obligations Cooperative, which consent may be withheld in the Cooperative's sole discretion. In addition to approving any sublease, the Cooperative must approve of the Lessee Shareholder’s tenant (“Sublessee”). In no event shall Shareholder be permitted to sublet the Apartment within the first four years of membership in the Cooperative. Consent to any one subletting shall not be deemed a consent by the Cooperative to any subsequent subletting. The liability of Shareholder under this Occupancy Agreement shall continue, notwithstanding the fact that he or she may have sublet the Apartment with the approval of the Cooperative, and Shareholder shall be responsible to the Lessor Cooperative for the conduct of his or her Sublessee and for all obligations hereunder. Violation of this provision shall, at the other Participants option of the Cooperative, result in termination and forfeiture of the Shareholder's rights under this Lease and the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a party; Occupancy Agreement. (b) each The sublease of any Property shall expressly be made subject to and subordinated to this Lease and in a form acceptable to the rights Cooperative, shall require the Sublessee to abide by the terms of the Lessor hereunder; Cooperative’s Governing Instruments during his or her subtenancy by signing an Occupancy Agreement and rules and regulations, and shall give to the Cooperative an irrevocable power to dispossess or otherwise act for the Shareholder in case of default under the sublease. (c) such sublease shall expressly provide for the immediate surrender of the applicable Property In addition to subsection (b), Shareholder hereby assigns to the Lessor after notice from Cooperative all of such Shareholder’s rights as lessor, i.e., the Lessor to such sublessee of the occurrence of a Lease Event of Default right, power and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at or prior to the earlier of authority to: (i) collect the Expiration Date rents, issues and profits (collectively, “Rent”) of said Shareholder’s Apartment, including Rent due and unpaid, (ii) initiate an Unlawful Detainer action against the termination Sublessee, (iii) enter upon and take possession of this Lease pursuant the Apartment, (iv) re-rent the Apartment in the Cooperative’s name and collect Rent therefrom without liability to a Lease Event of Default unless the Lessee shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date Shareholder except for certain Properties, such Properties any Rent which may be subject to existing subleases collected over and above the terms of which may extend beyond the Expiration Date. The Lessee shall, prior Carrying Charge and other amounts owed to the Closing Date Cooperative by the Shareholder, and (v) avail itself of any other remedies permitted by law. Notwithstanding the foregoing, each Shareholder retains the right to collect Rent from such Shareholder’s Apartment for any such Property, fully disclose so long as the existence Shareholder shall be current in the payment of such subleases Shareholder’s Carrying Charges and other amounts owed to each Participant, provide true and correct copies the Cooperative. Once a Shareholder becomes delinquent in payment of such subleases to Shareholder’s Assessments, said Shareholder’s rights as lessor are extinguished in favor of the Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Lessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this LeaseCooperative.