Common use of Subletting Clause in Contracts

Subletting. Tenant shall not sublet any or all of the Property without the prior written consent of Landlord, which may be withheld by Landlord in its sole discretion and any such purported subletting shall be void; provided, however, that 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: (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) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof); (v) Tenant shall at all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) 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 prior to the 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: (A) Tenant shall observe and timely perform all of its obligations as the 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 (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such Sublease.

Subletting. Tenant shall not sublet After the Closing Date for any Property, the Lessee may sublease such Property or all of the Property without the prior written consent of Landlord, which may be withheld by Landlord in its sole discretion and any such purported subletting shall be voidportion thereof to any Person; provided, however, that Tenant may, without Landlord’s consent, sublet 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 an Affiliate 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 Tenant 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 “Sublease” Lease Event of Default and each subtenant thereunder, a “Subtenant”request for such surrender; and (d) so long as each Sublease contains such sublease shall expressly provide for automatic termination at or prior to the following provisions: earlier of (i) the Sublease is subject Expiration Date 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) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof); (v) Tenant pursuant to a Lease Event of Default unless the Lessee shall at all times remain liable under this Lease irrespective 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 any Sublease; (vi) which may extend beyond the related Property shall be used and occupied only as a Permitted Facility; and (vii) shall not (A) be for a term of more than one yearExpiration Date. The Lessee shall, 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 prior to the applicable auto-renewalClosing Date for any such Property, or (B) be for a term fully disclose the existence of more than three years but shall be terminable by Tenant upon 90 days' notice with or without cause. Tenant covenants such subleases to each Participant, provide true and agrees that: (A) Tenant shall observe and timely perform all of its obligations as the 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 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 Sublease and any amendments thereto within five (5) Business Days of execution thereof; and (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such Subleasesublessee agreements to subordinate such sublease to this Lease.

Subletting. Tenant shall may not sublet the Leased Premises or any or all of the Property part thereof without the prior written consent of Landlord, which may shall not be withheld 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 sole discretion and intent to sublet all or a portion of the Leased Premises, such notice to include a copy of the proposed sublease. At any such purported subletting time within fifteen (15) business days afer service of said notice, Landlord shall be void; provided, however, that notify 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 provisionsthat: (i) it consents to the Sublease is subject and subordinate to this Leasesublease; or (ii) it refuses to consent to the Sublease shall not contain any terms inconsistent with this Lease (sublease; or if so, the terms of this Lease shall control); (iii) with respect to a proposed sublease of the entire Rented Space, that it terminates this Lease effective as of the 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 reduction in the Rentable Square Feet of the Rented Space. (2) If the Landlord refuses to consent to the proposed sublease, it shall state the reason(s) why the proposed sublease is unacceptable; however, ▇▇▇▇▇▇▇▇'s refusal shall be final and controlling. If Landlord consents to the proposed sublease, then the following shall apply: (i) if Tenant shall sublet the 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 shall be paid to Landlord in cash promptly when due under any such sublease as additional rent due under any Sublease shall be fixed rent and shall not be based on the net profits of any Subtenant; (iv) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof); (v) Tenant shall at all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) 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 prior to the 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: (A) Tenant shall observe and timely perform all of its obligations as the 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 (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such Sublease.Lease

Subletting. Tenant shall (a) Except as provided in clause 3.2, the Lessee must not sublet sublease, or grant a licence in respect of, its interest in the Extension Infrastructure or any part of it. (b) Subject to clauses 15.3(c) and 15.3(d), the Sublessee may sublease, or all grant a licence in respect of, its interest in the Extension Infrastructure or any part of it to a person (the Sub-sublessee) if: (i) the use of the Property 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, 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 than a Permitted Lien) over any of the Sub-sublessee's rights under the sublease or licence or over any of the Sub-sublessee's right, title or interest in the Extension Infrastructure or any part of it without the prior written consent of Landlord, which may the Lessor (such consent not to be unreasonably withheld by Landlord in its sole discretion and any such purported subletting shall be void; provided, however, that Tenant may, without Landlord’s consent, sublet or delayed or given subject to an Affiliate of Tenant (a “Sublease” and each subtenant thereunder, a “Subtenant”) 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 controlunreasonable conditions); (iii) the rent due under any Sublease shall be fixed rent and shall not be based on the net profits of any Subtenant; ; (iv) the Sublease shall terminate upon the expiration sublease or sooner termination of this Lease (including any renewals hereof); licence is granted in accordance with all applicable Laws; (v) Tenant shall at all times remain liable the sublease or licence expressly acknowledges the rights of the Lessor under this Lease irrespective Agreement and that the rights of any Subleasethe Sub- sublessee under the sublease or licence are subject to and subordinate to the rights of the Lessor under this Agreement; and (vi) under the related Property shall 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) Despite any sublease or licence permitted or consented to by the Lessor under clause 15.3(b), as between the Lessor and the Sublessee, the Sublessee continues to be used and occupied only as a Permitted Facility; and bound to comply with all its obligations under this Agreement. (viid) shall not (A) be for a term of more than one yearThe Sublessee must not, provided it may auto-renew on a year-to-year (or shorter) basis, so long as not more than 90 days’ except with the Lessor's prior written notice is required to terminate the such Sublease prior to the applicable auto-renewalconsent, sublease, or (B) be for grant 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: (A) Tenant shall observe and timely perform all of licence in respect of, its obligations as the landlord or sublandlord under each Sublease interest 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 part of the status Extension Infrastructure to a person where that person is or, if the sublease or licence is granted, that person will become, the holder of any Sublease; (D) Tenant shall provide Landlord with copies a Major Authorisation in respect of each Sublease and any amendments thereto within five (5) Business Days that part of execution thereof; and (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred the Extension Infrastructure in connection with any such Subleasecircumstances where another person holds at the same time a Major Authorisation in respect of that part of the Extension Infrastructure.

Subletting. Tenant (a) The Lessee shall not sublet the Property or any part thereof, unless (i) at the time of any such sublease, no Default, Environmental Event, Unwind Event or all 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 such sublease shall by its terms be expressly made subject and subordinate to the terms of this Lease and shall expire on or before the last day of the Property 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 shall continue in full force and effect as obligations of a principal and not of a guarantor or surety, as though no subletting had been made or occupancy permitted. (c) If the Lessee shall request, in connection with any sublease, that the Lessor execute an attornment and non-disturbance agreement with respect to such sublease, the Lessor shall consider each such sublease on a case-by-case basis and may give its consent to its execution and delivery of an attornment and non-disturbance agreement. The Lessee shall not mortgage, pledge or otherwise encumber its interest in and to this Lease or in and to any sublease or the rentals payable thereunder without the prior written consent of Landlordthe Lessor. Any sublease made, which may be withheld by Landlord in its sole discretion and any mortgage, pledge or assignment of the Lessee's interest hereunder or under any such purported subletting sublease granted, otherwise than as expressly permitted by this paragraph 17, shall be void; provided, however, that Tenant may, without Landlord’s consent, sublet to an Affiliate null and void and of Tenant (a “Sublease” and each subtenant thereunder, a “Subtenant”) 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 (no force 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) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof); (v) Tenant shall at all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) 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 prior to the 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: (A) Tenant shall observe and timely perform all of its obligations as the 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 (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such Subleaseeffect.

Subletting. (a) Tenant shall not sublet sublease all or any or all part of the Property 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, which may collect rent from the subtenant or occupant, and apply the net amount collected to the rent herein reserved, but no such subletting, occupancy or collection shall be withheld deemed a waiver of this covenant, or the acceptance of the subtenant or occupants, or a release of Tenant from the 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 express consent in its sole discretion writing of Landlord to any further subletting. (b) If Tenant desires to sublease all or substantially all of the Premises, Tenant shall first give notice to Landlord of the proposed transaction and any such purported subletting 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 with respect to the portion of the Premises proposed to be voidsubleased, as of the intended effective date of the proposed sublease; providedprovided however that upon receipt of a termination notice under this sentence, however, that Tenant may, without Landlord’s consentby notice to Landlord within ten days thereafter, sublet withdraw its partial subleasing request, in which event the termination notice shall be deemed rescinded. If Landlord exercises its right to an Affiliate terminate this Lease with respect to such portion of Tenant (a “Sublease” and each subtenant thereunderthe Premises, a “Subtenant”) so long as each Sublease contains the following provisions: then (i) the Sublease is subject Base Rent and subordinate Tenant's Proportionate Share shall be proportionally reduced, and an adjustment shall be made for amounts, if any, paid in advance and applicable to this Lease; the portion of the Premises no longer leased by Tenant, and (ii) the Sublease number of parking spaces available for Tenant's use pursuant to Section 11 hereof shall be proportionally reduced. If Landlord elects not to so terminate this Lease, then Landlord 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) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof); (v) Tenant shall at all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) 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 prior unreasonably withhold its consent to the applicable auto-renewalproposed subletting. (c) Anything herein to the contrary notwithstanding, or (B) be for a term of more than three years without Landlord's prior consent but shall be terminable by Tenant upon 90 at least ten days' prior notice with to Landlord, Tenant may sublease part or without cause. Tenant covenants and agrees that: (A) Tenant shall observe and timely perform all of its obligations the Premises to an entity, which controls, is controlled by or under common control with Tenant, as the landlord or sublandlord term "control" is construed 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 (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such SubleaseFederal securities laws.

Subletting. Tenant Notwithstanding anything in Section 9.1 above to the contrary, in the event at any time during the term of this Lease, Lessee desires to sublet the Premises, Lessee shall notify Lessor in writing not sublet any or all less than sixty (60) days in advance of the Property without 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 written consent of Landlord, which may be withheld right and option to require the Lessee to sublet the Premises to a sublessee approved by Landlord in its sole discretion and any such purported subletting shall be voidLessor at the same rent as Lessee is required to pay to Lessor under this Lease; provided, however, 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 Tenant may, without Landlord’s consent, sublet to an Affiliate is in excess of Tenant (a “Sublease” the amount that would otherwise be due and each subtenant thereunder, a “Subtenant”) 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, owing from Lessee for such sublease space under the terms of this Lease shall control); (iii) the rent due under any Sublease Lease, such excess amount shall be fixed rent and shall not be based on the net profits of any Subtenant; (iv) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof); (v) Tenant shall at all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) 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 paid by Lessee to terminate the such Sublease prior to the 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: (A) Tenant shall observe and timely perform all of its obligations as the 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 (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such SubleaseLessor.

Subletting. Tenant The Lessee shall not rent, license, or sublet the whole or any or all portion of the Property premises, without the prior written consent approval of Landlord, which may be withheld by Landlord in its sole discretion and any such purported subletting shall be voidthe Board; provided, however, that 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: (i) the Sublease is subject and subordinate prior to this Lease; (ii) the Sublease shall not contain any terms inconsistent with this Lease (or if soapproval, the terms of this Lease Board shall control); (iii) have the right to review and approve the rent due under 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 its gross receipts, the receipts of the sublessee and licensee or any Sublease subsequent sublessees and licensees shall be fixed included as part of the 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 sublessee and shall licensee including the percentage rent, if applicable, and provided, further, that the rent may not be based revised downward. For good cause, the Board may waive the requirement that the Lessee 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 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 request, Blow Up, LLC and Polynesian Broadcasting, Inc. are the fifth and sixth sublessees, which trigger a sandwich rent of 50% to be collected by the State pursuant to the 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 net profits tower they are currently occupying. A map showing the proposed locations of any Subtenant; (iv) the Sublease shall terminate subleases is attached as Exhibit B. As noted previously, both licensee agreements provide options to extend past the term of the master lease GL 4588. Staff recommends that the consents granted by the Board be applicable up to June 5, 2038, i.e., the expiration of the master lease. The Lessee intends to seek a new lease to continue use of the leased premises upon the expiration or sooner termination of this Lease (including GL 4588. Furthermore, ▇▇▇▇▇▇ understands that any renewals hereof); (v) Tenant shall at all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall sublease will be used and occupied only as a Permitted Facility; and (vii) 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 prior subordinate to the applicable auto-renewalmaster lease and in the event they do not obtain a new lease, or (B) the Lessee will be responsible for a term the removal of more than three years but shall be terminable by Tenant all improvements upon 90 days' notice with or without causethe expiration of GL 4588. Tenant covenants The license agreements between the Licensor and agrees that: (A) Tenant shall observe and timely perform all of its obligations as Licensees contain the 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 (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such Sublease.following provision:

Subletting. Subject to all of the provisions of this Lease Agreement, Tenant shall not sublet sublet, license, or permit the use or occupancy of, all or any or all portion of the Property 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 assign this Lease Agreement nor any of its rights hereunder, nor may same be withheld assigned or pass to another by Landlord in its sole discretion operation of law, and any such purported subletting attempt to so assign, without the express prior consent of Landlord, shall be utterly void; provided. If Tenant desires to effectuate a sublease, howeverTenant shall deliver a notice to Landlord, that 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: which shall include (i) the Sublease commencement date and termination date of such sublease and the rent per square foot, (ii) a true and complete statement reasonably detailing the 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 subject 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 subordinate to not primarily for the purpose of transferring this Lease; (iiB) the Sublease 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 contain relieve Tenant from the obligation to obtain Landlord's consent to any terms inconsistent with 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 if so, the terms condition of this Lease shall control); (iii) the rent due under by any Sublease sublessee or assignee shall be fixed rent and shall not deemed to be based on the net profits of any Subtenant; (iv) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof); (v) Tenant shall at all times remain liable a default under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) 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 prior to the 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: (A) Tenant shall observe and timely perform all of its obligations as the 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 (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such SubleaseTenant.

Subletting. (a) Except as otherwise expressly provided in this Lease, Tenant shall not sublet any or all of the Property Properties without the prior written consent of Landlord, which may consent shall not be withheld by Landlord in its sole discretion unreasonably withheld, conditioned or delayed and any such purported subletting without consent shall be void; provided, howeverand any Sublease shall be included in the definition of a “Transfer.” (b) As security for performance of its obligations under this Lease, that Tenant mayhereby grants, conveys and assigns to Landlord all right, title and interest of Tenant in and to all subleases now or hereafter in effect (the “Subleases”) entered into for any part or all of 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, sublet . (c) Each Sublease of any of the Properties which is consented to an Affiliate of Tenant (a “Sublease” and each subtenant thereunder, a “Subtenant”) so long as each Sublease contains the following provisions: (i) the Sublease is subject and subordinate by Landlord or otherwise permitted pursuant to this Lease; (ii) the Sublease shall not contain any terms inconsistent with this Lease (or if so, the terms of this Lease shall controlbe subject and subordinate to the provisions of this Lease (and all future amendments to this Lease); . No Sublease shall affect or reduce any of the obligations of Tenant hereunder, and 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. (iiid) Tenant shall, within ten (10) days after the rent due execution and delivery of any 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 have no obligation to recognize any or to agree to not disturb any subtenant of Tenant upon any Event of Default of Tenant under this Lease, unless Landlord shall 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 be fixed rent and shall not be based construed as or imply any agreement on the net profits of Landlord’s part to recognize any Subtenant; (iv) . In the Sublease shall terminate upon event of Tenant’s surrender of this Lease or the expiration or sooner termination of this Lease 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 (including except to the extent that Landlord has entered into a nondisturbance agreement with a Subtenant). During the time that any renewals hereofuncured Event of Default exists hereunder, Landlord may collect from each Subtenant all rent payable by such Subtenant pursuant to 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 contrary in this Article XV, Tenant may sublease up to fifteen (15%) of any Property without Landlord’s consent (a “Permitted Sublease”); (v) Tenant shall at all times remain liable under this Lease irrespective of provided, that any Sublease; (vi) the related Property such Permitted Sublease shall be used subject to all other terms and occupied only as conditions of this Section 15.04 with respect to a Permitted Facility; and Sublease (vii) shall not (A) be for a term of more other than one year, provided it may auto-renew on a year-to-year (or shorter) basis, so long as not more than 90 days’ obtaining Landlord’s prior written notice is required to terminate the such Sublease prior to the 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: (A) Tenant shall observe and timely perform all of its obligations as the 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 (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such Subleaseconsent).

Subletting. Provided Tenant is not then in default of any of the terms or conditions of the Lease, then notwithstanding anything to the contrary in Section 4.1 of the Lease Tenant shall not sublet any or all have the continuing right for the first three (3) years only of the Property Extended Term (i.e., only until May 31, 2004) to sublet a portion of the Demised Premises of up to approximately 5,000 square feet without obtaining the prior written consent of Landlord, which may be withheld by Landlord in its sole discretion and any such purported subletting shall be void; expressly provided, however, that any such sublease must not extend beyond May 31, 2004. Further, for the first three (3) 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 mayshall immediately furnish Landlord with written notice and a fully-executed copy of any such sublease agreement, without Landlord’s consent, together with a floor plan of the sublet area. Provided Tenant first obtains the written consent of the Landlord to an Affiliate such sublease or assignment as required by Section 4 and further provided that Tenant is not in default of Tenant (a “Sublease” and each subtenant thereunder, a “Subtenant”) 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, of the terms or conditions of this the Lease shall control); 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 (iii50%) of any rent and other consideration accruing to Tenant as a result of each such sublease or assignment which is in excess of the rent due under any Sublease 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 fixed rent and shall not be based on the net profits of any Subtenant; (iv) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof); (v) Tenant shall at all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) 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 prior to the 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: (A) Tenant shall observe and timely perform all of its obligations as the 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 paid by Tenant to any Subtenant; (C) Landlord monthly as Additional Rent. Tenant shall furnish Landlord with any be permitted to deduct the reasonable advertising costs, reasonable brokerage commissions and all information requested by Landlord reasonably necessary for a determination reasonable remodeling costs per square foot, in calculating Landlord's share of the status of any Sublease; (D) net excess rent and other consideration to be paid to Landlord pursuant hereto. Tenant shall provide documentation of such expenses to Landlord with copies of each Sublease and any amendments thereto within five (5) Business Days of execution thereof; and (E) at the time Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such Subleaserequests Landlord's giving consent to the subletting or assignment.

Subletting. In the event the Tenant desires the Landlord's consent to the subletting of all or any part of the premises for any part of the term of this Lease with respect thereto, the Tenant shall not sublet any or all notify the Landlord of the Property without name of the prior written consent proposed subtenant, such information as to the proposed subtenant's business, financial responsibility and standing as the Landlord may require, and of Landlordthe 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 other space, if any, as is demised to the Tenant by this Lease as may be withheld by Landlord 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 (ii) if the Tenant proposes to sublet the entire premises, the entire premises. The term "Special Surrender Date" as used in its sole discretion and any this Article, shall mean a date to be specified in such purported subletting shall be voidnotice from the Tenant; provided, however, that Tenant may, without Landlord’s consent, sublet to an Affiliate of Tenant said specified date shall be (a “Sublease” and each subtenant thereunder, a “Subtenant”) so long as each Sublease contains the following provisions: (ia) the Sublease 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 notice and not later than the date for the commencement of the term of 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 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 other conditions of limitation or 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 subject and subordinate to 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 (iias hereinafter defined) for each square foot of the Sublease 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 contain any terms inconsistent with 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 shall be deemed modified so that the term and estate granted by this Lease (unless the same shall have expired sooner pursuant to any of the conditions of limitation or if so, the terms other provisions of this Lease or pursuant to law) shall control); (iii) 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 hereof and the fixed rent due under any Sublease payable hereunder shall be fixed rent and shall not be based on apportioned as of the net profits of any Subtenant; (iv) the Sublease Special Surrender Date. The Tenant shall terminate upon its occupancy of such Partial Space or the expiration or sooner termination of this Lease (including any renewals hereof); (v) Tenant shall at all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) shall not (A) be for a term of more than one yearpremises, 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 prior to the 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: (A) Tenant shall observe and timely perform all of its obligations as the landlord or sublandlord under each Sublease in compliance with case may be, not later than 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 (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such SubleaseSpecial Surrender Date.

Subletting. Tenant shall not sublet any or all The Lessee may not, without the consent of the Property without Lessor, sublease any Leased Asset or any portion thereof to any Person, except on the prior written consent of Landlordterms expressly provided below, which may be withheld by Landlord in its sole discretion and any such purported subletting sublease that does not comply with such terms shall be null and void; provided. No sublease or other relinquishment of possession of such Leased Asset shall in any way affect, howeveramend, that Tenant mayreduce, without Landlord’s consentdischarge or diminish any of the Lessee's obligations to the Lessor hereunder and the Lessee shall remain directly and primarily liable (and not as a guarantor or a surety) under this Lease as to such Leased Asset, sublet or portion thereof, so sublet. Any sublease of such Leased Asset shall expressly be made subject to an Affiliate and subordinated to this Lease and to the rights of Tenant (a “Sublease” the Lessor hereunder and each subtenant thereunder, a “Subtenant”) so long as each Sublease contains shall expressly provide for the following provisions: surrender of the Leased Asset by the sublessee thereof at the election of Lessor upon the earlier to occur of (i) the Sublease is subject and subordinate termination of this Lease as to this Lease; 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 Sublease shall not contain any terms inconsistent with this Lease (or if so, Expiration Date for such Leased Asset. No such sublease may provide for use of such Leased Asset by 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) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof); (v) Tenant shall at all times remain liable sublessee in a manner other than as permitted under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) shall not (A) be or provide for a term which extends beyond the last day of more than one yearthe Base Term for such Leased Asset. Lessee shall give Lessor prompt written notice of any sublease permitted under this Article X, and Lessee shall, within thirty (30) days after execution of any sublease, deliver to the Lessor and 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 Lumenis Ltd.; provided that such acknowledgment does not constitute an acknowledgment by the Lessor that such sublease complies with this Section 10.1 or a waiver by the Lessor of any rights 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 prior to the 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 causehave. Tenant covenants and agrees that: (A) Tenant shall observe and timely perform all of its obligations as the 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 (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such Sublease.ARTICLE XI

Subletting. Tenant shall not sublet any or all part of the Property Premises without the prior written consent of LandlordLandlord first being obtained, which consent Landlord may be withheld by Landlord grant or withhold in its Landlord's sole discretion and in the case of a subletting of fifty percent (50%) or more of the Premises, but which consent as to any such purported subletting shall of less than fifty percent (50%) of the Premises will not be void; provided, however, unreasonably withheld. Tenant agrees that 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: factors enumerated in subsections (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) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof); through (v) Tenant shall at all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) of Section 13.1 above are among the factors upon which Landlord may reasonably decide to withhold consent to a subletting. If the Premises or any 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 sublease, Tenant shall not be relieved from its primary obligations hereunder to Landlord, including, but not limited to those provided in Section 8.1 and to the 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 (A) be for a term of more than one year, provided it may auto-renew on a yearper-tosquare-year foot-basis) in excess of the Base Rent and the Tenant's Share of Operating Expenses for any monthly period, Landlord shall be entitled to fifty percent (50%) of such excess after deducting actual payments by Tenant for brokerage commissions and tenant improvement costs on account of such subletting or shorter) occupancy, and Tenant shall pay to Landlord on a monthly basis, so long as not more than 90 days’ prior written notice is required to terminate and when Tenant receives the same, all such Sublease prior to the applicable auto-renewal, or (B) be for a term of more than three years but shall be terminable excess amounts received by Tenant upon 90 days' notice with or without cause. Tenant covenants and agrees that: (A) Tenant shall observe and timely perform all of its obligations as the 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 (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such SubleaseTenant.

Subletting. Tenant shall not have the right to sublet any or all portion of the Property without the prior written consent of Landlord, which may be withheld by Landlord in its sole discretion and at any such purported subletting shall be void; provided, however, that Tenant may, time without Landlord’s consentconsent (a) to any sublessee that is owned by or under common control of Tenant, sublet or (b) to an Affiliate any sublessee of the Tenant (a “Sublease” and each subtenant thereunderRetained Parcel. Otherwise, a “Subtenant”) so long as each Sublease contains ▇▇▇▇▇▇▇▇’s consent shall be required for any subletting of the following provisions: Property, which consent shall not be unreasonably withheld, conditioned or delayed, provided that such sublease (i) the Sublease is subject and subordinate to this Lease; prohibits any Noxious Use, (ii) does not release Tenant from any of its obligations under the Sublease 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; provided that the terms of such sublease shall not contain any terms inconsistent be modified thereby. In addition, if the 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 cancellation or termination of this Lease (for any reason whatsoever or if soof the surrender of this Lease by operation of law prior to the expiration date of the sublease, subtenant shall make full and complete attornment to Landlord under either the terms of this Lease shall control); (iii) or the rent due under any Sublease terms of the sublease, in Landlord’s sole and absolute discretion. In the event that this Lease is terminated or cancelled, 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 fixed rent and shall not be based on determined by fair market value appraisal obtained by Landlord at the net profits time of any Subtenant; (iv) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including Lease, but not less than any renewals hereof); (v) Tenant shall at all times remain liable under this Lease irrespective allocation of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) 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 prior Base Rent to the 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: (A) Tenant shall observe and timely perform all of its obligations as the landlord or sublandlord under each Sublease Property 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 (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such Subleasethis Lease.

Subletting. Tenant Lessee shall have the 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 such 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 sublet any or all of extend beyond the Property without the prior written consent of Landlord, which may be withheld by Landlord in its sole discretion and any such purported subletting shall be void; provided, however, that 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: (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) the Sublease shall terminate upon the expiration or sooner termination term of this Lease (including only any renewals hereofrenewal options previously exercised by the Lessee or that Lessee agrees, in the subLease, to exercise); . If Lessee enters into any SubLease, then each SubLease shall be 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 following (v) Tenant 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 then fee owner of the demised subpremises (the "Fee Lessor"), shall at all times remain liable attorn to such Fee Lessor and shall recognize such Fee Lessor as Sublessee's direct lessor under this Lease irrespective SubLease. Sublessee agrees to execute and deliver, at any time and from time to time, upon the request of Sublessor or of the Fee Lessor or any Sublease; (vi) mortgagee of either, any instrument that may be necessary or appropriate to evidence such attornment. Sublessee hereby appoints Sublessor or such Fee Lessor or such mortgagee the related Property shall be used attorney-in-fact, irrevocably, with full power of substitution, of Sublessee to execute and occupied only as deliver any such 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 Permitted Facility; and (vii) Fee Lessor to terminate any such underlying Lease. Sublessee agrees that this SubLease 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 prior to the 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: (A) Tenant shall observe and timely perform all of its obligations as the landlord or sublandlord under each Sublease affected in compliance with the terms thereof; (B) Tenant shall promptly provide Landlord with any notice of default received from Tenant way whatsoever 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 (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such Subleaseproceeding.

Subletting. ASSIGNMENTS. Tenant shall not transfer, assign or encumber this Agreement, or sublet the Leased Premises or any or all of the Property 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, which may be withheld any and all rents or other consideration for any reason received by Landlord Tenant in its sole discretion and any such purported subletting excess of the rents required under this Agreement shall be void; providedconstrued as part of the Base Rent payable to Landlord. Any attempt by Tenant to assign, howevertransfer, that Tenant may, encumber or sublet this Premises without Landlord’s consentwritten consent shall be void and shall give Landlord the right and option to terminate this Agreement by written notice to Tenant. The consent by Landlord to any assignment, sublet transfer, subletting to an Affiliate any party other than Landlord shall not be construed as a waiver or release of Tenant (a “Sublease” and each subtenant thereunder, a “Subtenant”) 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, from the terms of any covenant or obligation under this Lease nor shall control); (iii) 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 under from any Sublease shall be fixed subtenant of Tenant and hereby authorizes each such subtenant to pay said rent and shall not be based on directly to Landlord. Without limiting the net profits generality of any Subtenant; (iv) the Sublease shall terminate foregoing, if Landlord consents to an assignment or sublease pursuant to this Section 11, Landlord may condition its consent upon the expiration or sooner termination entry by such transferee into an agreement (in form and substances satisfactory to Landlord) with Landlord, by which such transferee assumes all of Tenant’s obligations hereunder. Any assignment of this Lease (including any renewals hereof); (v) Tenant to a wholly owned subsidiary shall be permitted provided at all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) 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 prior to the applicable auto-renewal, or (B) be for a term of more than three years but shall be terminable subsidiary remains wholly owned by Tenant upon 90 days' notice with or without cause. Tenant covenants and agrees that: (A) Tenant shall observe and timely perform all of its obligations as the 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 (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such SubleaseTenant.

Subletting. Tenant (a) Lessee shall not sublet any or all of the Property without the prior written consent of LandlordLessor, which may not be withheld by Landlord in its sole discretion un reasonably withheld, conditioned or delayed, withheld, and any such purported subletting without such consent shall be void; provided, however, that Tenant Lessee may, without Landlord’s Lessor's consent, sublet up to an Affiliate 20% of Tenant 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) Tenant Lessee shall at all times remain liable under this Lease irrespective of any Sublease; . (vib) the related Property shall be used and occupied only as a Permitted Facility; and (vii) 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 prior to the 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 Lessee covenants and agrees that: that (Ai) Tenant Lessee shall observe and timely perform all of its obligations as the landlord or sublandlord under each Sublease in compliance with the terms thereof; (Bii) Tenant Lessee shall not assign all or part of any Sublease without the prior written consent of Lessor; (iii) Lessee shall promptly provide Landlord Lessor with any notice of default received from Tenant Lessee by any Subtenant or any notice of default sent by Tenant Lessee to any Subtenant; (Civ) Tenant Lessee shall furnish Landlord Lessor with any and all information requested by Landlord Lessor reasonably necessary for a determination of the status of any Sublease; and (Dv) Tenant Lessee shall provide Landlord Lessor with copies of each Sublease any and any all Subleases and/or amendments thereto 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) rent and proceeds thereof; (b) the right to enter upon, take possession of and use any and all property subleased or granted by Lessee under the applicable Sublease; (c) the 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 Sublease; and (Ed) Tenant 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 other rights and remedies as may be afforded to Lessor under this Lease, Lessor shall indemnifyhave the right, defend 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 every payment under or 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 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 foregoing assignment; and (ii) Lessor shall not be liable or responsible for, and Lessee agrees to indemnify and hold Lessor harmless all Indemnified Parties from and against any and all Losses incurred in connection with liability, loss, cost or damage, claim or demand against Lessor arising, directly or indirectly, from or related to any such Sublease.

Subletting. Tenant Notwithstanding anything in Section 9.1 above to the contrary, in the event at any time during the term of this Lease, Lessee desires to sublet the Premises, Lessee shall notify Lessor in writing not sublet any or all less than sixty (60) days in advance of the Property without proposed sublease date, designating the identity of the prospective sublessee and the terms of the proposed sublease. Lessor shall be allowed thirty (30) days after receipt of Lessee’s notice within which to approve the proposed sublease. Lessor reserves the prior written consent of Landlord, which may be withheld right and option (a) to require the Lessee to sublet the Premises to a sublessee approved by Landlord in its sole discretion and any such purported subletting shall be voidLessor at the same rent as Lessee is required to pay to Lessor under this Lease; provided, however, that Tenant mayshould Lessee choose to sublease the Premises at a reduced rate, without Landlord’s consent, sublet Lessee shall continue to an Affiliate of Tenant (a “Sublease” and each subtenant thereunder, a “Subtenant”) so long as each Sublease contains pay to Lessor 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) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof); (v) Tenant shall at all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) 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 prior to the applicable auto-renewalfull amount due, or (Bb) to terminate this Lease. 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 for a term of more than three years but in full force and effect; and nothing contained in this Section 9.3 shall be terminable construed as a waiver by Tenant upon 90 days' notice with or without cause. Tenant covenants and agrees that: (A) Tenant shall observe and timely perform all Lessor of any of its obligations as rights under Section 9.1 above. In the landlord or sublandlord under each Sublease in compliance with event Lessor approves a sublease, the terms thereof; (B) Tenant shall promptly provide Landlord with any notice of default received from Tenant by any Subtenant sublessee may not subsequently sublease the Premises or any notice of default sent by Tenant part thereof or assign its rights under the sublease to any Subtenant; (C) Tenant shall furnish Landlord with other party. Lessee agrees to reimburse Lessor for any and all information requested costs incurred 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 (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred Lessor in connection with any such SubleaseLessees request to sublease the Premises, including but not limited to reasonable attorney’s fees.

Subletting. 18.1 Tenant shall not directly or indirectly, permit the Premises to be occupied by anyone other than Tenant or sublet the Premises (collectively, "Sublease") or any or all of the Property portion thereof without the Landlord's prior written consent in each instance. 18.2 If Tenant desires at any time to enter into a Sublease of Landlordthe Premises or any portion thereof, it shall first give written notice to Landlord of its desire to do so, which notice shall contain (a) the name of the proposed subtenant or occupant, (b) the nature of the proposed subtenant's or occupant's business to be carried on in the Premises, (c) the portion(s) of the Premises to be subject to Sublease and the square feet thereof and the other terms and provisions of the proposed Sublease including any sum(s) payable to Tenant an consideration for entering into the Sublease, and (d) such financial and other information as Landlord may be withheld 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 in its sole discretion and any such purported subletting to Tenant shall be void; providedthe 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, however, that 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: then (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) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof); (v) Tenant shall at all times remain liable 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 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 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 monthly Annual Base Rental then payable by Tenant under the Lease, and (ii) the 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 irrespective 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 Section 18.5, but the failure or refusal of the sublessee to execute such instrument of assumption shall not release or discharge the sublessee from its liability as set forth above. 18.6 Anything contained in the foregoing provisions of this section to the 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 purported lease, sublease, license, concession or other agreement shall be absolutely void and ineffective an a conveyance of any Sublease; (vi) right or interest in the related Property shall be used and occupied only as a Permitted Facility; and (vii) shall not (A) be for a term possession, use, occupancy or utilization 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 prior to the 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: (A) Tenant shall observe and timely perform all of its obligations as the 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 part 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 (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such SubleasePremises.

Subletting. Tenant shall not sublet any or all of the Property without the prior written consent of Landlord, which may be withheld by Landlord in its sole discretion and any such purported subletting shall be void; provided, however, that Tenant may, without Landlordthe Authority’s consent, sublet enter into short-term subleases of portions of its Occupied Space within the Leased Premises from time to an Affiliate of Tenant (a “Sublease” and each subtenant thereundertime, a “Subtenant”) so as long as each Sublease contains the following provisions: (ia) the Sublease is subject and subordinate to this Lease; 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 (ii50%) the Sublease of Tenant’s Occupied space as of that time, (b) any such 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) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof); (v) Tenant shall at all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) shall not (A) be for a term of more than one yeartwelve (12) consecutive months, provided it may auto-renew on a year-to-year and (or shorter) basis, so long as not more than 90 days’ prior written notice is required to terminate the such Sublease prior to the 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: (A) Tenant shall observe and timely perform all of its obligations as the landlord or sublandlord under each Sublease in compliance with the terms thereof; (Bc) Tenant shall promptly provide Landlord the Authority with any written notice of default received 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 permit any part of the Leased Premises to be occupied by others without the prior written consent of Authority, which consent may be withheld or granted in the Authority’s sole and absolute discretion. In the event of a sublease, Tenant shall remain liable to the Authority to perform all of the obligations of Tenant hereunder upon failure of the 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 if: (i) Tenant and the 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 proposed subtenant’s use of 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 by any Subtenant 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 timely manner, all certificates, licenses and permits from all Governmental Entities, required or any notice 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 default sent 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 by Tenant to any Subtenant; (C) Tenant shall furnish Landlord with any under this Lease has then occurred 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 thereofis then continuing; and (Ev) the form and substance of the proposed subtenant’s sublease shall be reasonably satisfactory to the Authority. The subtenant shall not assign or sublease its sublease except with the prior written approval of the Authority, which may be withheld or granted in the Authority’s sole and absolute discretion; and any sublease shall contain a clause to this effect. If a subletting of all or a portion of the Leased Premises is permitted as described in the first sentence of this Section or is otherwise permitted by the Authority, Tenant shall indemnifybe obligated for any breach by the subtenant or the subtenant’s Employees, defend agents, contractors or Invitees, of the Tenant’s obligations and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such Subleasecovenants under this Lease.

Subletting. (1) Landlord hereby gives his consent to the 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 not sublet any or all 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 without 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 prior written sub-lease agreement with reference to his obligation to grant protection against competitors. In these cases, any revoke by Landlord of his afore-mentioned consent shall not give Tenant the right to terminate the Lease. (2) Both in case of a sublease or other form of transfer permitting the use of the Leased Premises which has been approved by Landlord and in case of a sublease or other form of transfer permitting the use of the 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, which may be withheld and Landlord accepts such assignment. If the 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 its sole discretion and 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 arrangement permitting the use of the Leased Premises, Tenant will be liable for any acts or omissions of such purported subletting shall be void; providedsubtenant or user, however, that 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: (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) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof); (v) Tenant shall at all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only own fault, as a Permitted Facility; and (vii) 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 if imputable to terminate the such Sublease prior to the 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: (A) Tenant shall observe and timely perform all of its obligations as the 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 (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such Subleaseitself.

Subletting. For the purposes of this Paragraph, a lease (other than the Lease) that is from time to time in effect for space in the Building (as such other lease may have been, or may 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 sub-subletting to Tenant shall not sublet any of the 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 Property without terms, covenants and conditions of the prior written consent Other Lease, and subject to all of Landlord’s rights under the Other Lease, which may be withheld 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 Building covered by Landlord in its sole discretion and any such purported subletting shall be void; provided, however, the Other Lease based solely on the fact that Tenant mayis a tenant in the Building, without Landlord’s consentprovided that, sublet to an Affiliate of Tenant (a “Sublease” and each subtenant thereunder, a “Subtenant”) so long as each Sublease contains the following provisions: only if (i) if there is more than one (1) proposed sublettings (or sub-sublettings) all of the Sublease is subject proposed sublettings (or sub-sublettings) are from the same tenant (or subtenant) and subordinate 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 this Lease; Tenant as sub-subtenant, are covered by the same sublease), (ii) the Sublease shall portions of the Building in question do not contain any terms inconsistent with this Lease exceed 25,000 Rentable Square Feet, in the aggregate, inclusive of all portions of the Building in respect of which Tenant may sublease (or if sosub-sublease) pursuant to 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), the terms regardless of this Lease shall control); whether or not such rights or options are exercised, and (iii) the rent due under any Sublease shall be fixed rent and shall not be based on the net profits date that Landlord receives the request for its consent to the proposed sublease (or sub-sublease) in full compliance with the provisions of any Subtenant; (iv) the Sublease shall terminate upon the expiration or sooner termination of this Other Lease (including any renewals hereof); (v) Tenant shall at all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) shall not in question (A) be for a term of more than one yearthe Lease is in full force and effect, 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 prior to the applicable auto-renewal, or (B) be for a term of more than three years but shall be terminable by the Tenant upon 90 days' notice with or without cause. Tenant covenants and agrees that: (A) Tenant shall observe and timely perform all of its obligations as under the 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; Lease is Switch & Data/NY Facilities Company LLC, (C) Tenant shall furnish Landlord with is not in default of any and all information requested by Landlord reasonably necessary for a determination of the status of any Sublease; terms, covenants or conditions in the Lease on Tenant’s part to observe, perform or comply with, (D) Tenant shall provide Landlord with copies of each Sublease occupies the entire Premises for its own behalf and any amendments thereto within is conducting its business therein, and (E) there are at least five (5) Business Days years remaining in the term of execution thereof; 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 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 the granting of any consent to the 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 obligation, and (E2) under no circumstances shall Tenant assign its sublease (or sub-sublease) or further sublet the space covered by the sublease (or sub-sublease), and the granting of any consent to the sublease (or sub-sublease) in question may, in Landlord’s sole discretion, be conditioned upon Tenant waiving any right to, and 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 Tenant’s rights under this Paragraph shall indemnify, defend and hold harmless all Indemnified Parties be of no further force or effect from and against after the date that Landlord consents to the subletting or sub-subletting of any and all Losses incurred space in connection with the Building by Tenant as the subtenant or sub-subtenant, or Tenant first sublets (or sub-sublets) any such Subleasespace in the Building from another tenant or subtenant in the Building.

Subletting. If, however, Tenant desires to sublet the whole or any part of the Demised Premises to any other 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 sublet any or all limited to the name of the Property 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 the prior written consent relieving Tenant of Landlord, which may be withheld by Landlord in its sole discretion and any such purported subletting shall be voidliability; provided, however, that 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 mayhave 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 Landlord’s consentimplied limitations, sublet to an Affiliate of Tenant (a “Sublease” and each subtenant thereunder, a “Subtenant”) so long as each Sublease contains the following provisionsfollowing: (ia) the Sublease is subject and subordinate proposed subtenant's financial responsibility does not meet the same criteria Landlord used to this Lease; select tenants for the Building, (iib) the Sublease proposed subtenant's business is not suitable for the Building considering the businesses of other tenants in the Building and the Building's prestige or image, or (c) the proposed use is inconsistent with the permitted uses described in Article III hereof. Consent to one sublease pursuant to the terms hereof shall not contain waive the requirements of this provision with respect to subsequent subleases, and all subsequent subleases shall be subject to 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 inconsistent with this of the sublease 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, then Tenant will be required to pay to Landlord as additional rent sixty five percent (or if so, 65%) of the difference between the rent the subtenant is paying to Tenant and the rent that Tenant is obligated to pay to Landlord under 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) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof); (v) Tenant shall at all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) 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 prior to the 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: (A) Tenant shall observe and timely perform all of its obligations as the 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 (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such SubleaseLease.

Subletting. Tenant shall not sublet any or all of the Property without A. Lessee, with the prior written consent of LandlordLessor, the consent of which may be withheld 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 must be subject to and governed by Landlord all of the covenants and provisions of this Lease. Subtenant must abide by all of the terms and conditions thereof applicable to the 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 effective date of such sublease that the proposed subtenant has failed to demonstrate the ability to perform the proposed sublease in a competent and any financially responsible manner. Failure of Lessee to provide adequate written information concerning the subtenant sufficient for Lessor to make such purported subletting determination shall be void; providedbe, however, that Tenant may, without Landlord’s consent, sublet to an Affiliate in and of Tenant (a “Sublease” and each subtenant thereunderitself, a “Subtenant”) so long as each Sublease contains sufficient basis for the following provisions: (i) Lessor to deny its consent to any proposed sublease. Lessor shall inform Lessee in writing whether it grants or denies its consent to the Sublease is subject and subordinate proposed sublease. Consent to this Lease; (ii) the Sublease shall not contain subletting for use by 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 other person shall not be based on the net profits of any Subtenant; (iv) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof); (v) Tenant shall at all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) 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 prior to the 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: (A) Tenant shall observe and timely perform all of its obligations as the 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 deemed consent 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 (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such Subleasesubsequent subletting.

Subletting. 16.3.1 Unless the 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 or all part of the Property Premises, nor grant an option for sublease for the whole or any part of the Premises without the prior written consent of Landlord, which may consent shall not be withheld by 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 permitted uses of the Premises set forth in Section 1.3 in this Lease. If Landlord shall give its sole discretion consent to any sublease, this Section 16.3 shall nevertheless continue in full force and any such purported subletting effect and no further sublease shall be void; provided, however, that Tenant may, made without Landlord’s consent, sublet . 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 Affiliate Exempt Sublease, if Tenant desires to sublease, or grant an option for sublease, for the whole or part of Tenant (a “Sublease” and each subtenant thereunderthe Premises, a “Subtenant”) 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 or any terms inconsistent with this Lease (or if so, the terms portion of this Lease shall control); (iii) the rent due under or any Sublease shall be fixed rent and shall not be based on the net profits of any Subtenant; (iv) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof); (v) interest therein, Tenant shall notify Landlord in writing of said desire and the details of the proposed agreement at all times remain liable under this Lease irrespective of any Sublease; least sixty (vi60) the related Property shall be used and occupied only as a Permitted Facility; and (vii) 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 days prior to the applicable auto-renewalproposed date of sublease, or (B) be for grant of an option therefor, to a term third party. The notification shall include to a full disclosure of more than three years but the monetary payment or any other consideration involved, the proposed date of the sublease, and a copy of the 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 Section 16.3 shall be terminable by Tenant upon 90 days' notice with or null and void and without cause. Tenant covenants any effect whatsoever, and agrees that: (A) Tenant shall observe and timely perform all of its obligations as the 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 may be deemed by Landlord reasonably necessary for as a determination of default under 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 (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such SubleaseLease.

Subletting. (a) Tenant shall not have the right to assign this Sublease Agreement or to sublet any the whole or all a portion of the Property Leased Space, whether voluntarily or by operation of law, or permit the use or occupancy of any of the Leased Space by anyone other than the Tenant or the Lessor's Landlord, without the prior written consents of Lessor and of Lessor's Landlord (which consent shall not be unreasonably withheld) and such 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 LandlordTenant 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 may be withheld by Landlord in its sole discretion and any such purported subletting notice shall be void; provided, however, that Tenant may, without Landlord’s consent, sublet to an Affiliate set forth the name of Tenant (a “Sublease” and each the proposed subtenant thereunderor assignee, a “Subtenant”) 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, detailed statement of the terms of this Lease shall control); (iii) any such sublease and copies of financial reports and other relevant financial information as to the rent due under proposed subtenant or assignee. Notwithstanding any Sublease shall be fixed rent and shall not be based on the net profits of any Subtenant; (iv) the Sublease shall terminate upon the expiration permitted assignment or sooner termination of this Lease (including any renewals hereof); (v) subletting, Tenant shall at all times remain liable under this Lease irrespective directly, primarily and fully responsible for the payment of any Sublease; (vi) the related Property shall be used rent herein specified and occupied only as a Permitted Facility; and (vii) 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 prior to the applicable auto-renewal, or (B) be for a term of more than three years but shall be terminable by Tenant upon 90 days' notice compliance with or without cause. Tenant covenants and agrees that: (A) Tenant shall observe and timely perform all of its other obligations under the terms, provisions and covenants of this Sublease Agreement. Upon the occurrence of an "event of default" (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 collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations hereunder. (b) 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 landlord effective date of the proposed sublease or sublandlord assignment, as if that date had been originally fixed in this Sublease Agreement for the expiration of the term hereof. If Lessor recaptures under each 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 compliance with full all expenses of such proposed or actual sublease or assignment (including legal and brokerage fees and the terms thereof; (B) 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 promptly provide Landlord with any notice of default received from Tenant by any Subtenant have the right to sublet the Leased Space, or any notice of default sent by Tenant portion thereof, or assign this Sublease Agreement, subject to any Subtenant; (CSection 9(a) 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 (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such Subleaseabove.

Subletting. Tenant shall not sublet any or all of the Property without the prior written consent of Landlord, which may be withheld by Landlord in its sole discretion and any such purported subletting shall be void; provided, however, that Tenant may, without Landlordthe Authority’s consent, sublet enter into short­ term subleases of portions of its Occupied Space within the Leased Premises from time to an Affiliate of Tenant (a “Sublease” and each subtenant thereundertime, a “Subtenant”) so as long as each Sublease contains the following provisions: (ia) the Sublease is subject and subordinate to this Lease; 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 (ii50%) the Sublease of Tenant’s Occupied space as of that time, (b) any such 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) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof); (v) Tenant shall at all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) shall not (A) be for a term of more than one yeartwelve (12) consecutive months, provided it may auto-renew on a year-to-year and (or shorter) basis, so long as not more than 90 days’ prior written notice is required to terminate the such Sublease prior to the 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: (A) Tenant shall observe and timely perform all of its obligations as the landlord or sublandlord under each Sublease in compliance with the terms thereof; (Bc) Tenant shall promptly provide Landlord the Authority with any written notice of default received 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 permit any part of the Leased Premises to be occupied by others without the prior written consent of Authority, which consent may be withheld or granted in the Authority’s sole and absolute discretion. In the event of a sublease, Tenant shall remain liable to the Authority to perform all of the obligations of Tenant hereunder upon failure of the 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 if: (i) Tenant and the 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 proposed subtenant’s use of 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 by any Subtenant 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 timely manner, all certificates, licenses and permits from all Governmental Entities, required or any notice 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 default sent 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 by Tenant to any Subtenant; (C) Tenant shall furnish Landlord with any under this Lease has then occurred 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 thereofis then continuing; and (Ev) the form and substance of the proposed subtenant’s sublease shall be reasonably satisfactory to the Authority. The subtenant shall not assign or sublease its sublease except with the prior written approval of the Authority, which may be withheld or granted in the Authority’s sole and absolute discretion; and any sublease shall contain a clause to this effect. If a subletting of all or a portion of the Leased Premises is permitted as described in the first sentence of this Section or is otherwise permitted by the Authority, Tenant shall indemnifybe obligated for any breach by the subtenant or the subtenant’s Employees, defend agents, contractors or Invitees, of the Tenant’s obligations and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such Subleasecovenants under this Lease.

Subletting. Tenant Section 8.01 Sublease or Transfer -------------------- Lessee shall not assign this lease in whole or in part nor any interest therein, nor sublet the Leased Premises or any part thereof or all grant any license, concession or other right of occupancy of any portion for the Property Leased Premises without the prior written consent of LandlordAuthority, which may be withheld by Landlord in except for those licenses or concessions necessary for Lessee to operate its sole discretion and any such purported subletting shall be void; provided, however, that 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: (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 cruise ship service on the net profits of any Subtenant; (iv) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof); (v) Tenant shall Leased Premises. Lessee will at all times remain liable under 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 subsequent assignments and sublettings. If this Lease irrespective 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 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 Sublease; (vi) portion of the related Property 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 rent herein reserved. No such assignment, subletting, occupancy or collection shall be used and occupied only deemed a waiver of this covenant nor shall the acceptance by Authority of such assignee, subtenant or occupant, as a Permitted Facility; and (vii) 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 tenant release Lessee from the such Sublease prior to the 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: (A) Tenant shall observe and timely perform all of its obligations as the 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 further performance 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 (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred covenants in connection with any such Subleasethis lease.

Subletting. If Tenant subleases any portion of the Premises to any party (the "Subtenant"), the parties agree that, as a condition to Landlord's consent to any such sublease, the 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, less any sums to which Landlord is directly entitled because they are in excess of the rents otherwise payable by Tenant for the sublet Premises, as described in Section XII.C of the Lease, if any (the "Tenant Sublease Profits") shall be applied by Landlord to the payments owed by Tenant under the Lease, as amended hereby, in the following order (i) to Tenant's obligation to pay Repayment Payments until the 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 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 sublet any or all be obligated to increase the Security Deposit except as provided above with the application of the Property without the prior written consent of Landlord, which may be withheld by Landlord in its sole discretion and any such purported subletting shall be void; provided, however, that Tenant may, without Landlord’s consent, sublet Tenant's Sublease Profits pursuant to an Affiliate of Tenant (a “Sublease” and each subtenant thereunder, a “Subtenant”) 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 and conditions 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) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof); (v) Tenant shall at all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) 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 prior to the 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: (A) Tenant shall observe and timely perform all of its obligations as the 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 (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such Sublease.Section I.F.

Subletting. (a) Tenant shall not sublet enter into any or all Sublease except in accordance with this Section. Subject to the other terms and conditions of this Lease, Tenant shall have the Property without right to enter into Subleases at any time and from time-to-time during the prior written consent of LandlordLease Term with such Eligible Subtenants and upon such commercially reasonable terms and conditions consistent with Building Standards, which may be withheld by Landlord in its sole discretion as Tenant shall deem fit and any such purported subletting shall be void; provided, however, that Tenant may, without Landlord’s consent, sublet proper. Any proposed Sublease to an Affiliate of Tenant (a “Sublease” must be at fair market rent and each subtenant thereunderconsistent with the terms, a “Subtenant”) so long as each Sublease contains the following provisions: (i) the Sublease is subject conditions, covenants and subordinate to limitations of this Lease; . Tenant shall notify Landlord if it desires to enter into any Sublease the term of which would potentially extend beyond the Expiration Date (ii) whether due to the Sublease shall not contain any terms inconsistent length of the initial term or as such term may be renewed or extended by Subtenant in accordance with this Lease (or if so, the express terms of this Lease the Sublease) or earlier termination date, and Tenant shall control); (iii) refrain from entering into any such Sublease unless and until Landlord provides written approval thereof in its sole discretion or the rent due under any Sublease shall be fixed rent Parties mutually agree to an arrangement and shall not be based on terms and conditions for Subleases having terms which extend beyond the net profits of any Subtenant; (iv) the Sublease shall terminate upon the expiration Expiration Date or sooner termination of this Lease Lease. Tenant shall not have any right to enter into a Sublease for the Public Facilities or the Public Facilities Parcel. (including any renewals hereof); (vb) 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 at all times remain liable under 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 irrespective 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 Sublease; (vi) Liabilities of Tenant to Subtenant and waive any defense, affirmative defense, cause of action or right of Subtenant against Tenant relating to the related Property shall be used and occupied only as a Permitted Facility; and (vii) 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 period prior to the applicable auto-renewal, or (B) be date of termination of this Lease. All Subleases for a term of more than three years but space at any Residential Building shall be terminable on forms consistent with those made by Tenant 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 90 days' notice with or without cause. Tenant covenants and agrees that: (A) Tenant shall observe and timely perform all of its obligations as the 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 (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such Subleaserequest.

Subletting. In the event Tenant desires to sublet all or any part of the Demised Premises, Tenant shall not sublet any or all give to Landlord written notice of Tenant's desire to do so, which notice shall be accompanied by the 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 terminate this Lease and to enter into a new lease with Tenant for that portion of the Property without Demised Premises Tenant desires to retain, upon terms to be mutually agreed upon; or (ii) to sublease from Tenant at the same rental rate then being paid by Tenant and subsequently to relet that portion of the 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 Demised Premises thirty (30) days prior written consent to the 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 Landlordsuch space, which may be withheld when aggregated with the rentable square footage that Tenant is then subleasing in the Building, would equal or exceed fifty percent (50%) of the rentable 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 Landlord in its sole discretion and Tenant pursuant to the express provisions of Section 9(b) of this Lease, or is being subleased by Tenant for a term that (when aggregated with all renewal or extension options) does not exceed three (3) years. In the event of any subsequent subletting of any portion of the Demised Premises, such purported subletting shall be void; provided, however, that 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: (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) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof); (v) Tenant shall at all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) 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 prior to the applicable auto-renewal, or (Bprovisions of Section 9(d) 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: (A) Tenant shall observe and timely perform all of its obligations as the 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 (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such Subleasehereof.

Subletting. Tenant shall not sublet the whole or any part of the Premises without Landlord's prior written consent, Ln the event Tenant intends to sublease all or any portion of the Premises, Tenant shall take the following actions: A. Tenant shall first notify Landlord in writing of its intention prior to any advertising of same, hiring of brokers or contacting of potential subtenants. Such notice shall identify the space proposed to be sublet, 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 (180) after the date of Tenant's notice. B. Landlord shall have thirty (30) days following the receipt of such 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 its intent by service of a written notice of cancellation terminating that portion of the Lease covering the space Landlord has chosen to recapture, which may include all or any lesser portion of the 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 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 this Lease as so amended shall continue thereafter in full force and effect. E. In the event that Landlord elects not to recapture part or all of the Property without proposed sublet space, Landlord shall so notify Tenant as set forth in Subsection 9.02B above. Provided Tenant is not in default under the prior written consent Lease and not fully complied with all of Landlord, which may be withheld by Landlord in its sole discretion and any such purported subletting shall be void; provided, however, that 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: (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 Section 9.02, Tenant may then proceed to contact potential subtenants and shall not be based on have the net profits of any Subtenant; option to sublet the non-recaptured space in accordance with the following provisions: (iv) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof); (vI) Tenant shall at bear all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used costs and occupied only as a Permitted Facility; and (vii) 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 prior to the 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: (A) Tenant shall observe and timely perform all of its obligations as the landlord or sublandlord under each Sublease in compliance expenses associated 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 subletting, including, without limitation, any and all information requested costs and expenses incurred 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 (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such Subleaseif any).

Subletting. For the purposes of this Paragraph, a lease (other than the Lease) that is from time to time in effect for space 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, or may 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 sub-subletting to Tenant shall not sublet any of the 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 Property without terms, covenants and conditions of the prior written consent Other Lease, and subject to all of Landlord’s rights under the Other Lease, which may be withheld 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 Building covered by Landlord in its sole discretion and any such purported subletting shall be void; provided, however, the Other Lease based solely on the fact that Tenant mayis a tenant in the Building, without Landlord’s consentprovided that, sublet to an Affiliate of Tenant (a “Sublease” and each subtenant thereunder, a “Subtenant”) so long as each Sublease contains the following provisions: only if (i) if there is more than one (1) proposed sublettings (or sub-sublettings) all of the Sublease is subject proposed sublettings (or sub-sublettings) are from the same tenant (or subtenant) and subordinate 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 this Lease; Tenant as sub-subtenant, are covered by the same sublease), (ii) the Sublease shall portions of the Building in question do not contain any terms inconsistent with this Lease exceed 25,000 Rentable Square Feet, in the aggregate, inclusive of all portions of the Building in respect of which Tenant may sublease (or if sosub-sublease) pursuant to 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), the terms regardless of this Lease shall control); whether or not such rights or options are exercised, and (iii) the rent due under any Sublease shall be fixed rent and shall not be based on the net profits date that Landlord receives the request for its consent to the proposed sublease (or sub-sublease) in full compliance with the provisions of any Subtenant; (iv) the Sublease shall terminate upon the expiration or sooner termination of this Other Lease (including any renewals hereof); (v) Tenant shall at all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) shall not in question (A) be for a term of more than one yearthe Lease is in full force and effect, 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 prior to the applicable auto-renewal, or (B) be for a term of more than three years but shall be terminable by the Tenant upon 90 days' notice with or without cause. Tenant covenants and agrees that: (A) Tenant shall observe and timely perform all of its obligations as under the 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; Lease is Switch & Data/NY Facilities Company LLC, (C) Tenant shall furnish Landlord with is not in default of any and all information requested by Landlord reasonably necessary for a determination of the status of any Sublease; terms, covenants or conditions in the Lease on Tenant’s part to observe, perform or comply with, (D) Tenant shall provide Landlord with copies of each Sublease occupies the entire Premises for its own behalf and any amendments thereto within is conducting its business therein, and (E) there are at least five (5) Business Days years remaining in the term of execution thereof; 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 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 the granting of any consent to the 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 obligation, and (E2) under no circumstances shall Tenant assign its sublease (or sub-sublease) or further sublet the space covered by the sublease (or sub-sublease), and the granting of any consent to the sublease (or sub-sublease) in question may, in Landlord’s sole discretion, be conditioned upon Tenant waiving any right to, and 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 Tenant’s rights under this Paragraph shall indemnify, defend and hold harmless all Indemnified Parties be of no further force or effect from and against after the date that Landlord consents to the subletting or sub-subletting of any and all Losses incurred space in connection with the Building by Tenant as the subtenant or sub-subtenant, or Tenant first sublets (or sub-sublets) any such Subleasespace in the Building from another tenant or subtenant in the Building.

Subletting. In the event Tenant desires to sublet all or any part of the Demised Premises, Tenant shall not sublet any or all 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 Property without space that Tenant desires to sublease, when aggregated with the prior written consent space that Tenant is then subleasing in the Building, exceeds fifty percent (50%) of Landlordthe rentable area of the Demised Premises, which may then within sixty (60) days of receipt of said notice and Required Information, Landlord shall have the right (i) to terminate this Lease on a date to be withheld agreed upon by Landlord in its sole discretion and any such purported subletting shall be voidTenant; provided, however, that Tenant may, without Landlordor (ii) with Tenant’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: (i) the Sublease is subject and subordinate to this Lease; (ii) the Sublease shall not contain any terms inconsistent with terminate this Lease (and to enter into a new lease with Tenant for that portion of the Demised Premises Tenant desires to retain, upon terms to be mutually agreed upon; or if so, the terms of this Lease shall control); (iii) to sublease from Tenant at the rent due under any Sublease same rental rate then being paid by Tenant and subsequently to relet that portion of the 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 be fixed rent and have access to all or such portion of the Demised Premises thirty (30) days prior to the 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 the Leased Premises or to terminate this Lease, then Tenant shall have the right, exercisable upon written notice to Landlord within ten (10) days after receiving Landlord’s notice, to withdraw its request to sublease the applicable portion of the Leased Premises. In the event Tenant timely withdraws its request to sublease the Leased Premises, Landlord shall not be based on have the net profits of any Subtenant; (iv) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof); (v) Tenant shall at all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) 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 right to terminate the such Sublease prior to the 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: (A) Tenant shall observe and timely perform all of its obligations as the 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 (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred Lease in connection with any such Subleasewithdrawn request to sublease.