Common use of SUBLETTING Clause in Contracts

SUBLETTING. Tenant may not sublet the Leased Premises or any part thereof without the prior written consent of Landlord, which shall not be unreasonably withheld. In any event, Tenant shall not advertise or publicize the Leased Premises for subletting whether through a broker, agent, representative or otherwise at a rental rate less than that for which space in the Europa Center is being offered for rent by Landlord. If Tenant seeks to sublet all or any part of the Leased Premises, then the following shall apply: (1) Prior to entering into any sublease, Tenant shall notify Landlord in writing of its intent to sublet all or a portion of the Leased Premises, such notice to include a copy of the proposed sublease. At any time within fifteen (15) business days afer service of said notice, Landlord shall notify Tenant that: (i) it consents to the sublease; or (ii) it refuses to consent to the sublease; or (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.

SUBLETTING. Tenant may Provided no Event of Default has occurred and is continuing, Lessee shall have the right to sublease any or all of the Properties; provided, however, (i) the term of any such sublease shall not sublet extend beyond the Leased Premises or Lease Term; (ii) the sublease shall be for no use other than a Permitted Facility; (iii) the sublease shall be subject and subordinate to this Lease and shall not contain any part thereof without terms inconsistent with this Lease; (iv) Lessee shall at all times remain fully and primarily liable under this Lease; (v) the prior written consent rent due under such sublease shall be fixed rent and shall not be based on the net profits of Landlordthe sublessee; and (vI) the sublease is approved by Lessor, which approval shall not be unreasonably withheld, conditioned or delayed (each, a “Sublease”). In any event, Tenant shall not advertise or publicize As security for 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 payment and performance 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 Lessee of its intent obligations under this Lease, Lessee hereby assigns, transfers, sets over and grants to sublet Lessor, a security interest in any and all or a portion of Lessee’s right, title and interest, powers, privileges and other benefits as landlord under the Leased PremisesSubleases, such notice to include a copy of the proposed sublease. At any time within fifteen (15) business days afer service of said noticeincluding, Landlord shall notify Tenant thatwithout limitation: (i) it consents to the subleaserent and proceeds thereof; or (ii) it refuses the right to consent to enter upon, take possession of and use any and all property subleased or granted by Lessee under the subleaseSubleases; or (iii) with respect 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 proposed sublease right in favor of Lessee under 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 SpaceSubleases; or and (iv) with respect the right to a proposed sublease do any and all other things whatsoever which Lessee is or may become entitled to do under the Subleases. Upon the occurrence of part 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 have the right, without giving notice to or obtaining the consent of Lessee, to 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 exercise, enforce or avail itself of any of the Rented Spacerights, thatpowers, effective privileges, authorizations or benefits assigned and transferred to Lessor pursuant to this Section 14.04, including, without limitation, the right to collect all amounts due under the Subleases. 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 the beginning Subleases 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 sublease termforegoing assignment and to vest Lessor in the Subleases. Notwithstanding any provision contained in this Section 14.04, it amends (i) Lessor shall not be obligated to perform or discharge any obligation, duty or liability under the Lease to reduce the Rented Space Subleases by the portion reason of the Rented Space proposed foregoing assignment; and (ii) Lessor shall not be liable or responsible for, and Lessee agrees to be sublet indemnify and further amends the Lease because of the reduction of the Rented Space so that all calculated items are reduced proportionately hold Lessor harmless from and against any liability, loss, cost or damage, claim or demand against Lessor arising, directly or indirectly, from or related to the reduction in the Rentable Square Feet of the Rented SpaceSubleases.

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 less than sixty (60) days in advance of the proposed sublease date, designating the identity of the prospective sublessee and the terms of the proposed sublease. Lessor shall be allowed thirty (30) LEASE – Instructure, Inc. OLD MILL BUILDING IV, LLC days after receipt of Lessee’s notice within which to approve the proposed sublease. Lessor reserves the prior right and option to require the Lessee to sublet the Premises to a sublessee approved by Lessor at the same rent as Lessee is required to pay to Lessor under this Lease; provided, however, 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 sublet subsequently sublease the Leased Premises or any part thereof without or assign its rights under the prior written consent of Landlordsublease 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, which shall including but not be unreasonably withheldlimited to reasonable attorney’s fees. In To the extent Lessor approves a sublease, any event, Tenant shall not advertise or publicize rent paid by the Leased Premises for subletting whether through a broker, agent, representative or otherwise at a rental rate less than sublessee that for which space is in the Europa Center is being offered for rent by Landlord. If Tenant seeks to sublet all or any part excess of the Leased Premises, then amount that would otherwise be due and owing from Lessee for such sublease space under the following shall apply: (1) Prior to entering into any sublease, Tenant shall notify Landlord in writing terms of its intent to sublet all or a portion of the Leased Premisesthis Lease, such notice to include a copy of the proposed sublease. At any time within fifteen (15) business days afer service of said notice, Landlord shall notify Tenant that: (i) it consents to the sublease; or (ii) it refuses to consent to the sublease; or (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 excess amount shall be fully empowered paid by Lessee 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 SpaceLessor.

SUBLETTING. Tenant After the Closing Date for any Property, the Lessee may not sublet the Leased Premises sublease such Property or any part portion thereof without the prior written consent of Landlordto any Person; provided, which shall not be unreasonably withheld. In any eventhowever, Tenant shall not advertise or publicize the Leased Premises for subletting whether through a broker, agent, representative or otherwise at a rental rate less than that for which space in the Europa Center is being offered for rent by Landlord. If Tenant seeks to sublet all or any part of the Leased Premises, then the following shall apply: (1) Prior to entering into any sublease, Tenant shall notify Landlord in writing of its intent to sublet all or a portion of the Leased Premises, such notice to include a copy of the proposed sublease. At any time within fifteen (15) business days afer service of said notice, Landlord shall notify Tenant that: (a) no such sublease or other relinquishment of possession of any Property shall in any way discharge or diminish any of the obligations of the Lessee to the Lessor and the other Participants under this Lease and the other Operative Documents and the Lessee shall remain directly and primarily liable under this Lease and the other Operative Documents to which it is a party; (b) each sublease of any Property shall expressly be made subject to and subordinated to this Lease and to the rights of the Lessor hereunder; (c) such sublease shall expressly provide for the immediate surrender of the applicable Property to the Lessor after notice from the Lessor to such sublessee of the occurrence of a Lease Event of Default and a request for such surrender; and (d) such sublease shall expressly provide for automatic termination at or prior to the earlier of (i) it consents to the sublease; or Expiration Date and (ii) it refuses the termination of this Lease pursuant to consent a Lease Event of Default unless the Lessee shall have exercised its Purchase Option and purchased the Property pursuant to Section 18.1. On the Closing Date for certain Properties, such Properties may be subject to existing subleases the terms of which may extend beyond the Expiration Date. The Lessee shall, prior to the sublease; or (iii) with respect Closing Date for any such Property, fully disclose the existence of such subleases to a proposed sublease each Participant, provide true and correct copies 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 such subleases to the reduction in Lessor and Administrative Agent and represent that such subleases are on reasonable commercial terms. The Lessee shall collaterally assign all such subleases to the Rentable Square Feet of the Rented SpaceLessor and shall use reasonable commercial efforts to obtain from each such sublessee agreements to subordinate such sublease to this Lease.

SUBLETTING. Tenant may Tenant, voluntarily or involuntarily, shall not sublet assign this Lease, or sublet, license, mortgage or otherwise encumber or convey the Leased Premises or any part thereof portion thereof, or permit the occupancy of all or any portion of the Premises other than by the Tenant (all or any of the foregoing actions are referred to as “Transfers”, and all or any of assignees, transferees, licensees, and other such parties are referred to as “Transferees”) without obtaining, on each occasion, the prior written consent of the Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. In Any Transfer without such consent shall be null and void and of no effect whatsoever. Notwithstanding the provisions of this Section 5.8, this Lease may be assigned, or the Premises may be sublet, in whole or in part, after prior notice to Landlord but without consent of the Landlord and without any eventtermination right of the Landlord being applicable thereto, (i) to any corporation or other entity into or with which Tenant may be merged or consolidated or to any corporation or entity to which all or substantially all of the Tenant’s assets will be transferred, or (ii) to any corporation or other entity which is an affiliate, subsidiary, parent or successor of Tenant, provided in all such cases the surviving corporation or entity shall provide reasonable evidence that it has a creditworthiness at least equal to the greater of the net worth of Tenant (i) as of the date of such corporate transaction, and (ii) as of the date of this Lease and shall agree in writing with the Landlord to be bound by all of the terms and conditions of this Lease (all of the foregoing being referred to as a (“Permitted Transfer”). Unless Landlord’s consent specifically provides otherwise with respect to a particular proposed Transferee, Tenant shall not advertise offer to make or publicize enter into negotiations with respect to a Transfer to any of the Leased Premises for subletting whether through following: (i) a brokertenant in the Building or any other building owned, agent, representative managed or otherwise at a rental rate less than that for which controlled by Landlord; (ii) any party with whom Landlord or any affiliate of Landlord is then negotiating with respect to space in the Europa Center is being offered for rent by Landlord. If Tenant seeks to sublet all Building or any part other building owned, managed or controlled by Landlord or an affiliate of the Leased PremisesLandlord; or (iii) any party which would be of such type, then the following character or condition as to be inappropriate, in Landlord’s reasonable judgment, as a tenant for a first class office building. Tenant’s request for consent to a Transfer shall apply: (1) Prior to entering into any sublease, Tenant shall notify Landlord in writing of its intent to sublet all or a portion of the Leased Premises, such notice to include a copy of the proposed subleaseTransfer instrument together with a statement of the proposed Transfer in detail satisfactory to Landlord, together with reasonably detailed financial, business and other information about the proposed Transferee. At Tenant shall pay to Landlord, as Additional Rent, Landlord’s reasonable legal fees and other expenses incurred in connection with any time within fifteen proposed Transfer (15) business days afer service except a Permitted Transfer), including fees for review of said noticedocuments and investigations of proposed Transferees. Notwithstanding any such Transfer, Landlord the original Tenant named herein shall notify remain directly and primarily obligated under this Lease. If Tenant that: (i) it consents to the sublease; or (ii) it refuses to consent to the sublease; or (iii) enters into any Transfer including a Permitted Transfer with respect to a proposed sublease the Premises (or any part thereof), such Transferee shall be liable, jointly and severally, with Tenant, to the extent of the entire Rented Spaceobligation undertaken by or attributable to such Transferee, that it terminates for the performance of Tenant’s agreements under this Lease effective (including payment of Rent under the Transfer), and every Transfer shall so provide, without relieving or modifying Tenant’s liability hereunder. The foregoing provision shall be self-operative, but in confirmation thereof, such Transferee shall execute and deliver such instruments as may be reasonably required by Landlord to acknowledge such liability. Landlord may collect Rent from the Transferee and apply the net amount collected to the Rent and other charges hereunder, but no such assignment or collection shall be deemed a waiver of the beginning provisions of this Section 5.8, or the acceptance of the proposed sublease termTransferee as a tenant, which or a release of Tenant from direct and primary liability for the further performance of Tenant’s covenants hereunder. The consent by 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 particular Transfer shall not relieve Tenant from the requirement of part obtaining the consent of the Rented Space, that, effective as of the beginning of the sublease term, it amends the Lease Landlord to reduce the Rented Space by the portion of the Rented Space proposed to be sublet and any 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 SpaceTransfer.

SUBLETTING. Tenant may shall not sublet any or all of the Leased Premises or any part thereof Property without the prior written consent of Landlord, which may be withheld by Landlord in its sole discretion and any such purported subletting shall not be unreasonably withheld. In any eventvoid; provided, however, that Tenant shall not advertise or publicize the Leased Premises for subletting whether through may, without Landlord’s consent, sublet to an Affiliate of Tenant (a broker“Sublease” and each subtenant thereunder, 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 “Subtenant”) so long as each Sublease contains the following shall apply: (1) Prior to entering into any sublease, Tenant shall notify Landlord in writing of its intent to sublet all or a portion of the Leased Premises, such notice to include a copy of the proposed sublease. At any time within fifteen (15) business days afer service of said notice, Landlord shall notify Tenant thatprovisions: (i) it consents the Sublease is subject and subordinate to the subleasethis Lease; or (ii) it refuses to consent to the subleaseSublease shall not contain any terms inconsistent with this Lease (or if so, the terms of this Lease shall control); or (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 rent due under any Sublease shall be fully empowered to do, at Landlord's option, if Tenant seeks to sublet fixed rent and shall not be based on the entire Rented Spacenet profits of any Subtenant; or (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 respect 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 proposed sublease of part determination of the Rented Spacestatus 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, 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 defend and further amends the Lease because of the reduction of the Rented Space so that hold harmless all calculated items are reduced proportionately to the reduction Indemnified Parties from and against any and all Losses incurred in the Rentable Square Feet of the Rented Spaceconnection with any such Sublease.

SUBLETTING. Subject to all of the provisions of this Lease Agreement, Tenant may shall not sublet sublet, license, or permit the Leased Premises use or occupancy of, all or any part thereof portion of the Premises without the prior written consent of the Landlord, which consent, shall not be unreasonably withheld, conditioned or delayed. In any event, Tenant shall not advertise have no right to assign this Lease Agreement nor any of its rights hereunder, nor may same be assigned or publicize pass to another by operation of law, and any attempt to so assign, without the Leased Premises for subletting whether through a brokerexpress prior consent of Landlord, agent, representative or otherwise at a rental rate less than that for which space in the Europa Center is being offered for rent by Landlordshall be utterly void. If Tenant seeks desires to sublet all or any part of the Leased Premises, then the following shall apply: (1) Prior to entering into any effectuate a sublease, Tenant shall notify Landlord in writing of its intent to sublet all or deliver a portion of the Leased Premises, such notice to Landlord, which shall include (i) the commencement date and termination date of such sublease and the rent per square foot, (ii) a copy true and complete statement reasonably detailing the identity of the proposed sublease. At any time within fifteen (15) sublessee, the nature of its business days afer service and its proposed use of said noticethe Premises, Landlord shall notify Tenant that: (i) it consents to the sublease; or (ii) it refuses to consent to the sublease; or (iii) current financial information with respect to a proposed the sublessee, including its most recent financial statements, and (iv) the form of agreement by which the sublease of the entire Rented Space, that it terminates this Lease effective as of the beginning of the proposed sublease term, which will be effected. Landlord shall be fully empowered entitled to do, at Landlord's option, if Tenant seeks to sublet the entire Rented Space; or fifty percent (iv50%) with respect to a proposed sublease of part of the Rented Space, that, effective as of the beginning of any consideration payable under the sublease term, it amends which exceeds the Lease to reduce the Rented Space by Base Rental (pro rated on a per square foot basis for the portion of the Rented Space proposed Premises subject to such sublease) accruing hereunder during the term of the sublease after first deducting the monthly amortized costs incurred by Tenant to prepare the subleased premises for occupancy by such subtenant and the amount of the reasonable out-of-pocket brokerage and attorneys' fees incurred by Tenant in connection with such sublease. The sums payable under this Section shall be paid by Tenant to Landlord monthly as and when paid from the subtenant to Tenant. The obligation to obtain Landlord's prior consent and Landlord's right to share in profit shall not apply to (i) transactions with a business entity, into or with which Tenant is merged or consolidated, or to which all or substantially all of Tenant's assets are transferred, so long as (A) such transfer was made for a legitimate independent business purpose and not primarily for the purpose of transferring this Lease; (B) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the net worth of Tenant immediately prior to such merger, consolidation or transfer; and (C) proof satisfactory to Landlord of such net worth is delivered to Landlord at least ten (10) days prior to the effective date of any such transaction. Landlord's consent to any sublease shall not relieve Tenant from the obligation to obtain Landlord's consent to any further sublease. Notwithstanding any sublease or assignment, Tenant shall remain fully liable for the payment of all Rental and for the performance of all the terms, covenants and conditions contained in this Lease on Tenant's part to be sublet observed and further amends the performed, and any default under any term, covenant or condition of this Lease because of the reduction of the Rented Space so that all calculated items are reduced proportionately by any sublessee or assignee shall be deemed to the reduction in the Rentable Square Feet of the Rented Spacebe a default under this Lease by Tenant.

SUBLETTING. If Tenant may 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 sublet to exceed $2,531,476.80 (the Leased Premises "Increased Deposit Amount"), and then (iv) to Tenant. Notwithstanding the foregoing, nothing contained herein or any part thereof in the sublease shall release or relieve Tenant from its obligations under the Lease, as amended hereby, including, without limitation, the prior written consent of Landlordobligation to timely make all Rent payments due under the Lease. Notwithstanding the foregoing, which shall not be unreasonably withheld. In any eventunless otherwise agreed to in writing, Tenant shall not advertise or publicize be obligated to increase the Leased Premises for subletting whether through a broker, agent, representative or otherwise at a rental rate less than that for which space in Security Deposit except as provided above with the Europa Center is being offered for rent by Landlord. If Tenant seeks to sublet all or any part application of the Leased Premises, then the following shall apply: (1) Prior to entering into any sublease, Tenant shall notify Landlord in writing of its intent to sublet all or a portion of the Leased Premises, such notice to include a copy of the proposed sublease. At any time within fifteen (15) business days afer service of said notice, Landlord shall notify Tenant that: (i) it consents Tenant's Sublease Profits pursuant to the sublease; or (ii) it refuses to consent to the sublease; or (iii) with respect to a proposed sublease terms and conditions 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.Section I.F.

SUBLETTING. Tenant may shall not sublet any part of the Leased Premises without the written consent of Landlord first being obtained, which consent Landlord may grant or withhold in Landlord's sole discretion in the case of a subletting of fifty percent (50%) or more of the Premises, but which consent as to any subletting of less than fifty percent (50%) of the Premises will not be unreasonably withheld. Tenant agrees that the factors enumerated in subsections (i) through (v) and (vii) of Section 13.1 above are among the factors upon which Landlord may reasonably decide to withhold consent to a subletting. If the Premises or any part thereof without is sublet or occupied by anybody other than Tenant (other than an assignee), Landlord may, after a default by Tenant, collect the prior written 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, which shall not be unreasonably withheld. In any event, Tenant shall not advertise or publicize the Leased Premises for subletting whether through a broker, agent, representative or otherwise at a rental rate less than that for which space in the Europa Center is being offered for rent by Landlord. If Tenant seeks Landlord 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 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 (on a per-square-foot-basis) in writing of its intent to sublet all or a portion excess of the Leased Premises, such notice to include a copy Base Rent and the Tenant's Share of the proposed sublease. At Operating Expenses for any time within fifteen (15) business days afer service of said noticemonthly period, Landlord shall notify be entitled to fifty percent (50%) of such excess after deducting actual payments by Tenant that: (i) it consents for brokerage commissions and tenant improvement costs on account of such subletting or occupancy, and Tenant shall pay to Landlord on a monthly basis, as and when Tenant receives the sublease; or (ii) it refuses to consent to the sublease; or (iii) with respect to a proposed sublease of the entire Rented Spacesame, 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 all such excess amounts received 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 SpaceTenant.

SUBLETTING. Tenant may not sublet the Leased Premises or any part thereof without Developer shall be entitled, with the prior written ---------- consent of Landlord, to sublet the whole or any portion of the Premises or the improvements constructed thereon by or under Developer and, without limiting the foregoing, may establish a leasehold condominium regime on the Premises, or portions thereof, in accordance with the provisions of California law, including California Civil Code Sections 783 and 1350-1360. Developer shall, at all times, remain liable for the performance of all of the covenants on its part to be so performed, notwithstanding any subletting. Each sublease shall be subject and subordinate not only to this Lease, but also to any New Lease made by Landlord as provided in Section 4.8 above. If the term of this Lease shall end while any such sublease is in effect, Landlord may, at its option, for a period of ninety (90) days thereafter, either terminate the said sublease or succeed to all of the rights of Developer thereunder. Where any sublease which is consistent with this Lease is approved, Landlord may grant to the subtenant, under such an approved sublease entered into in good faith and for reasonable consideration, a right of quiet enjoyment in recordable from (a "nondisturbance agreement") during the term of the sublease, notwithstanding the expiration, termination or cancellation of this Lease; provided that (i) the term of the sublease, plus extension or renewal options, does not extend beyond the term of this Lease, plus extension options; (ii) such subtenant agrees that in the event this Lease expires, terminates or is canceled during the term of the sublease, the sublease shall not be unreasonably withhelddeemed a direct lease between Landlord and such subtenant and the subtenant shall attorn to Landlord. In the event that Landlord objects to any event, Tenant shall not advertise proposed nondisturbance agreement 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 Landlord agrees to notify Landlord Developer in writing of such objection and of its intent to sublet all or a portion reasons for such objection within twenty (20) days of the Leased Premises, such notice to include a copy its receipt of the proposed nondisturbance agreement and sublease. At any time within fifteen (15) business days afer service Subject to the foregoing provisions of said noticethis subsection 5.7, Landlord hereby approves generally of the form of nondisturbance agreement attached hereto as Exhibit "E". Any approvals or grants of quiet enjoyment given or made by Landlord pursuant to this subsection 5.7 shall notify Tenant that: (i) it consents be binding upon Landlord, its successors or assigns, including without limitation any person or entity succeeding to the interest of Landlord by way of judicial foreclosure or trustee sale proceedings pursuant to any mortgage or deed of trust, the lien or charge of which is subject and subordinate to this Lease. Any sublease; or (ii) it refuses to consent to the sublease; or (iii) , with respect to which Landlord agrees to execute a proposed nondisturbance agreement pursuant to this subsection 5.7, may be a sublease pursuant to which the subtenant is responsible for the construction of the entire Rented Space, building improvements upon the subleased premises (a "Ground Sublease" herein). Any Ground Sublease may contain a hypothecation provision similar to Section 4 of this Lease for the benefit of the holder of any mortgage or deed of trust constituting a lien on the subleasehold estate created by virtue of the Ground Sublease. Any nondisturbance agreement executed and delivered by Landlord for the benefit of the sublessee under a Ground Sublease shall specifically recite that it terminates this Lease effective is for the benefit of any such holder of a deed of trust or mortgage constituting a lien on the subleasehold estate created by such Ground Sublease; that the term "sublease" as of used in the beginning of the proposed sublease term, which Landlord nondisturbance agreement shall be fully empowered deemed to do, at Landlord's option, if Tenant seeks include any new sublease executed and delivered to sublet the entire Rented Space; any such holder of a first deed of trust or (iv) with respect to first mortgage following a proposed sublease of part of the Rented Space, that, effective as of the beginning termination of the sublease termpursuant to a provision in the sublease similar to subsection 4.8 of this Lease, it amends and that the Lease term "sublessee" under the nondisturbance agreement shall be deemed 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 include any encumbrance or other party succeeding to the reduction sublessee under the Ground Sublease by virtue of judicial or private power of sale foreclosure proceedings or by delivery of an assignment in the Rentable Square Feet lieu of the Rented Space.foreclosure, or otherwise. Where Landlord agrees to execute

SUBLETTING. Tenant may not sublet shall have the Leased Premises or any part thereof without right, subject to approval of the prior written Landlord which consent of Landlord, which shall not be unreasonably withheld. In any event, Tenant shall not advertise conditioned or publicize the Leased Premises for subletting whether through a brokerdelayed, agent, representative or otherwise at a rental rate less than that for which space in the Europa Center is being offered for rent by Landlord. If Tenant seeks to sublet all or any part of the Leased Premises, then the following shall apply: (1) Prior to entering into any sublease, Tenant shall notify Landlord in writing of its intent to sublet all or a portion of the Leased Premises, such notice to include Premises or grant a copy of the proposed sublease. At any time within fifteen (15) business days afer service of said notice, Landlord shall notify Tenant thatlicense therein provided: (i) it consents to Tenant is not in default of the sublease; or Lease beyond any applicable cure period (ii) it refuses to consent Tenant provides Landlord with prior written notice of the Sublease or license, at least thirty (30) days prior to the sublease; commencement date of the sublease or license (iii) with respect Tenant delivers to a proposed sublease Landlord an executed copy of the entire Rented Space, that it terminates this Lease effective as sublease or license by the commencement date of the beginning sublease or license (iv) Tenant remains liable under the Lease (v) if the Basic Rent and Additional Rent charged by the Tenant to the Subtenant under the Sublease should exceed the amount of Basic Rent and Additional Rent the Tenant is required to pay the Landlord under the Lease, the Tenant agrees to share any excess proceeds equally with the Landlord, 50%-50%, after deducting Tenant's reasonable costs (subject to approval by the Landlord, such approval not be unreasonably withheld) for attorney's fees, brokerage commissions and Tenant's improvements associated with the Sublease of the Premises (vi) Tenant reimburses Landlord for all reasonable legal fees incurred in reviewing all documents related to the Sublease. Notwithstanding the provisions of (S)26 hereafter, Landlord shall, at Tenant's Request, provide Tenant with (i) an Estoppel Certificate stating whether Landlord knows of any Default under the Lease at the time 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; subletting (or (iv) with respect to a proposed sublease of part of the Rented Space, that, effective assignment 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 Spacehereinafter provided).

SUBLETTING. Tenant may not sublet the Leased Premises or any part thereof without the prior written consent of Landlord, which shall not be unreasonably withheld. In any event, Tenant shall not advertise or publicize the Leased Premises for subletting whether through a broker, agent, representative or otherwise at a rental rate less than that for which space in the Europa Center is being offered for rent by Landlord. If Tenant seeks you want to sublet all or any part of your tenancy, this needs our consent as your landlord. Section 12(2) of the Leased Premises, then 2014 Act makes the following shall applychanges: (1) Prior to entering into any sublease, Tenant shall notify Landlord in writing  you must have been the tenant of its intent the house throughout the 12 months immediately before you apply for written permission to sublet all your home (previously there was no qualifying period), or a portion  if you were not the tenant throughout the whole of that period, the house must have been your only or principal home during those 12 months; and the tenant must have told us that you were living there prior to the start of those 12 months. This change will come into effect from 1 November 2019. If the tenant has already told us that you are living there then no further notification is needed. As is already the case, before you can sublet your home you must ensure that you apply to us for permission. Assignation (passing your tenancy to someone else) If you want to assign your tenancy (pass the tenancy to someone else), this needs our consent as your landlord. Section 12(2) of the Leased Premises2014 Act makes the following changes:  the house must have been your only or principal home during the 12 months immediately before you apply for written permission to pass your tenancy to someone else (previously there was no qualifying period); and  the person you wish to pass your tenancy to must have lived at the property as their only or principal home for the 12 months before you apply (previously the qualifying period was 6 months); and  the 12 month period cannot begin unless we have been told that the person is living in the property as their only or principal home. We must have been told that by you, such notice a joint tenant, or the person you now wish to include pass the tenancy to. If we have already been told that the person is living in the property we do not have to be notified again. We can refuse permission to assign a copy tenancy if it is reasonable for us to do that. Two new reasons when we can refuse an application for assignation have been added to the existing list of reasons at section 32 of the proposed subleaseHousing (Scotland) Act 2001. At any time within fifteen (15) business days afer service of said noticeThese new reasons are:  where we would not give the person you wish to pass the tenancy to priority under our allocations policy;  where, Landlord shall notify Tenant that: (i) it consents to in our opinion, the sublease; or (ii) it refuses to consent to the sublease; or (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 assignation would result in the Rentable Square Feet of the Rented Spacehome being under occupied.

SUBLETTING. Tenant may Provided no Event of Default has occurred and is continuing, Lessee shall have the right to sublease any or all of the Properties; provided, however, (a) the term of any such sublease shall not sublet extend beyond the Leased Premises or Lease Term; (b) the sublease shall be for no use other than a Permitted Facility; (c) the sublease shall be subject and subordinate to this Lease and shall not contain any part thereof without terms inconsistent with this Lease; (d) Lessee shall at all times remain fully and primarily liable under this Lease; (e) the prior written consent rent due under such sublease shall be fixed rent and shall not be based on the net profits of Landlordthe sublessee; and (f) the sublease is approved by Lessor, which approval shall not be unreasonably withheld, conditioned or delayed (each, a “Sublease”); provided that the terms and provisions of this Section 13.04 are satisfied. In any event, Tenant shall not advertise or publicize As security for 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 payment and performance 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 Lessee of its intent obligations under this Lease, Lessee hereby assigns, transfers, sets over and grants to sublet Lessor, a security interest in any and all or a portion of Lessee’s right, title and interest, powers, privileges and other benefits as Lessor under the Leased PremisesSubleases, such notice to include a copy of the proposed sublease. At any time within fifteen (15) business days afer service of said noticeincluding, Landlord shall notify Tenant thatwithout limitation: (i) it consents to the subleaserent and proceeds thereof; or (ii) it refuses the right to consent to enter upon, take possession of and use any and all Property subleased or granted by Lessee under the subleaseSubleases; or (iii) with respect 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 proposed sublease right in favor of Lessee under 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 SpaceSubleases; or and (iv) with respect the right to a proposed sublease do any and all other things whatsoever which Lessee is or may become entitled to do under the Subleases. Upon the occurrence of part and during the continuance of an Event of Default hereunder, Lxxxxx 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 have the right, without giving notice to or obtaining the consent of Lessee, to exercise, enforce or avail itself of any of the Rented Spacerights, thatpowers, effective privileges, authorizations or benefits assigned and transferred to Lessor pursuant to this Section 13.04, including, without limitation, the right to collect all amounts due under the Subleases. From and after the occurrence of an Event of Default, Lxxxxx does hereby irrevocably appoint Lessor as Lxxxxx’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 the beginning Subleases to which Lessee is or may become entitled. Lxxxxx declares that this appointment is coupled with an interest and shall be irrevocable by Lxxxxx. Lxxxxx further agrees to execute any and all other instruments deemed reasonably necessary by Lxxxxx to further the intent of the sublease termforegoing assignment and to vest Lessor in the Subleases. Notwithstanding any provision contained in this Section 13.04, it amends (i) Lessor shall not be obligated to perform or discharge any obligation, duty or liability under the Lease to reduce the Rented Space Subleases by the portion reason of the Rented Space proposed foregoing assignment; and (ii) Lessor shall not be liable or responsible for, and Lxxxxx agrees to be sublet indemnify and further amends the Lease because of the reduction of the Rented Space so that all calculated items are reduced proportionately hold Lessor harmless from and against any liability, loss, cost or damage, claim or demand against Lessor arising, directly or indirectly, from or related to the reduction in the Rentable Square Feet of the Rented SpaceSubleases.

SUBLETTING. Tenant may shall not sublet any or all of the Leased Premises or any part thereof without the prior written consent of Landlord, which shall such consent not to be unreasonably withheld. In , conditioned or delayed and any eventpurported subletting without such consent shall be void; provided, however, that 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 may sublease up to sublet all or any part fifty percent (50%) of the Leased PremisesPremises to an Affiliate without Landlord’s consent (each such sublease described in this Section 14.04, then individually, a “Sublease” and collectively, “Subleases”, and each subtenant thereunder, individually a “Subtenant” and collectively, “Subtenants”) so long as each Sublease contains the following shall apply: (1) Prior to entering into any sublease, Tenant shall notify Landlord in writing of its intent to sublet all or a portion of the Leased Premises, such notice to include a copy of the proposed sublease. At any time within fifteen (15) business days afer service of said notice, Landlord shall notify Tenant thatprovisions: (i) it consents the Sublease is subject and subordinate to the subleasethis Lease; or (ii) it refuses to consent to the subleaseSublease shall not contain any terms inconsistent with this Lease (or if so, the terms of this Lease shall control); or (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 rent due under any Sublease shall be fully empowered to do, at Landlord's option, if Tenant seeks to sublet fixed rent and shall not be based on the entire Rented Spacenet profits of any Subtenant; or (iv) with respect unless otherwise mutually agreed upon by Landlord 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 Landlord if Landlord elects to assume the Sublease following a proposed sublease termination of part this Lease; and (v) Tenant shall at all times remain liable under this Lease irrespective 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 Spaceany Sublease.

SUBLETTING. Tenant may not shall have the right to sublet the Leased Premises all or any part thereof portion of the Premises, or allow occupancy of all or any portion of the Premises, upon written notice to Landlord with a copy of such sublease, subject to Landlord’s prior written consent which consent shall not be unreasonably withheld or delayed; provided that (i) no sublease shall provide such sub-tenant or occupant with use or occupancy rights extending beyond the Term without the prior written consent and approval of Landlord and (ii) each such sublease shall contain a provision stating that any claim to or lien upon the subleased premises arising from any act or omission of the subtenant shall accrue only against the subleasehold estate of the subtenant and shall in all respects be subject and subordinate to the paramount interests and rights of Landlord and Tenant in and to the subleased premises. Tenant shall prohibit each subtenant from making any improvements or alterations to its subleased premises the hard cost of which exceeds $50,000 (which shall escalate at the greater of 2% or CPI on each anniversary of the Effective Date), without Landlord’s approval, which approval shall not require, among other things, that any such improvements or alterations be unreasonably withheldperformed in accordance with all Legal Requirements. In any eventNotwithstanding the foregoing, Tenant shall not advertise and except to the extent set forth in Section 12.4 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 SNDA, no subletting of all or any part of the Leased Premises, then the following shall apply: (1) Prior to entering into any sublease, Tenant shall notify Landlord in writing of its intent to sublet all or a portion of the Leased PremisesPremises shall relieve Tenant from liability hereunder, such notice to include a copy it being the understanding and agreement of the proposed sublease. At any time within fifteen (15) business days afer service of said notice, Landlord parties that Tenant shall notify Tenant that: (i) it consents to remain primarily liable hereunder for the sublease; or (ii) it refuses to consent to the sublease; or (iii) with respect to a proposed sublease Term of the entire Rented SpaceLease, 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; a principal and not as a surety 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.guarantor.‌

SUBLETTING. 4.03. In the event Tenant may not should desire to assign this Lease or sublet the Leased Premises or any part thereof without thereof, Tenant shall obtain Landlord’s prior written consent therefor. Landlord’s grant or waiver of consent prior to any such assignment of this Lease or subletting of the Premises shall not be construed as a waiver or release of Tenant from the terms of any covenant or obligation under this Lease. In the event of any assignment or sublease, neither Tenant nor any guarantor of this Lease shall be released from liability hereunder. Anything herein to the contrary notwithstanding, if Tenant is a limited partnership or a general partnership (or is comprised of two (2) or more persons, individually or as co-partners), the change or conversion of Tenant to (i) a limited liability company, or (ii) a limited liability partnership or (iii) or other entity which possesses the characteristics of limited liability (any such limited liability company, limited liability partnership or other entity is collectively referred to as a “Successor Entity” shall be prohibited unless the prior written consent of LandlordLandlord is obtained, which consent may be withheld by Landlord in its sole and absolute discretion. Any attempt by Tenant to effect such conversion without Landlord’s prior written consent shall be voidable at Landlord’s election and further, shall constitute a material breach of this Lease for which Tenant shall not be unreasonably withheldentitled to any notice or opportunity to cure, notwithstanding anything contained herein to the contrary. Any profits realized from any assignment of this Lease or sublease of the Premises shall be shared equally between Landlord and Tenant. The preceding notwithstanding, in no case shall Tenant have the right to sublease to other then-current tenants of the Project. Upon request to assign or sublease by Tenant, Landlord shall have the option to terminate this Lease and enter into a new lease with the proposed assignee or subtenant. Notwithstanding anything contained in this Lease to the contrary, upon an assignment of this Lease or sublease of all or part of the Premises, any and all Renewal Option(s), expansion options, or any other options granted in this Lease shall automatically be null and void and no further force or effect unless Landlord, in its sole and absolute discretion, agrees otherwise in writing. Notwithstanding anything to the contrary contained in this section, the following constitutes Permitted Transfers, which do not require any prior notice or consent of Landlord (i) a transfer of the Lease to an entity which is the parent of Tenant, subsidiary of Tenant, affiliate of Tenant, or shall directly or indirectly control, be controlled by, or be under common control with, Tenant; (ii) any subsequent sale of ownership interest or issuance of new ownership interests, directly or indirectly, in Tenant; and (iii) a transaction in which any entity succeeds to all or substantially all of the assets of Tenant whether by merger, consolidation, sale or otherwise provided such successor entity assumes in full the obligations of Tenant under this Lease; provided, however, that (A) Tenant shall remain liable for the performance of all covenants, duties and obligations under the Lease, irrespective of any such assignment, and (B) the use of the Premises by the assignee shall conform with the uses permitted by this Lease. Tenant shall notify Landlord, in writing, of any such assignment or sublease within ninety (90) days after its occurrence and shall provide Landlord with all such reasonable information as Landlord may request reasonably regarding the identity and status of such assignee. In the event of any eventassignment or sublease, Tenant agrees to pay an fee to compensate Landlord for its costs and other expenses incurred in connection with Tenant’s assignment or subletting. The fee shall not advertise be the greater of Five Hundred and No/100 Dollars ($500.00) or publicize the Leased Premises for subletting whether through a brokerLandlord’s actual cost incurred, agent, representative or otherwise at a rental rate less than that for which space in the Europa Center is being offered for rent payable upon demand by Landlord. If Tenant seeks to sublet all or any part of the Leased PremisesALTERATIONS, then the following shall apply: (1) Prior to entering into any subleaseADDITIONS, Tenant shall notify Landlord in writing of its intent to sublet all or a portion of the Leased Premises, such notice to include a copy of the proposed sublease. At any time within fifteen (15) business days afer service of said notice, Landlord shall notify Tenant that: (i) it consents to the sublease; or (ii) it refuses to consent to the sublease; or (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.IMPROVEMENTS TO THE PREMISES

SUBLETTING. Provided Tenant may is not sublet then in default of any of the Leased Premises terms or any part thereof without conditions of the prior written consent Lease, then notwithstanding anything to the contrary in Section 4.1 of Landlord, which shall not be unreasonably withheld. In any event, the Lease Tenant shall not advertise or publicize have the Leased Premises continuing right for subletting whether through a brokerthe first three (3) years only of the Extended Term (i.e., agentonly until May 31, 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 2004) to sublet all or any part of the Leased Premises, then the following shall apply: (1) Prior to entering into any sublease, Tenant shall notify Landlord in writing of its intent to sublet all or a portion of the Leased PremisesDemised Premises of up to approximately 5,000 square feet without obtaining the prior consent of Landlord; expressly provided, however, that any such notice to include a copy sublease must not extend beyond May 31, 2004. Further, for the first three (3) years only of the proposed sublease. At any time within fifteen Extended Term (15) business days afer service of said noticei.e., only until May 31, 2004), Landlord shall notify Tenant that: (iwaive Landlord's rights to recapture the subleased space, assess processing fees, and collect excess rents from such sublease(s) it consents only. Any such subletting shall be subject to the sublease; remaining provisions of Section 4 and after the first three (3) Lease Years Landlord shall have the right to assess a subleasing fee. Tenant shall immediately furnish Landlord with written notice and a fully-executed copy of any such sublease agreement, together with a floor plan of the sublet area. Provided Tenant first obtains the written consent of the Landlord to such sublease or assignment as required by Section 4 and further provided that Tenant is not in default of any of the terms or conditions of the Lease on the date each rent payment is due pursuant to such sublease or assignment, then notwithstanding Section 4.3 of the Lease, only Fifty Percent (ii50%) it refuses of any rent and other consideration accruing to Tenant as a result of each such sublease or assignment which is in excess of the pro rated portion of Base Annual Rent and Additional Rent then being paid by Tenant for the Demised Premises or portion thereof being sublet pursuant to said sublease or assignment shall be paid by Tenant to Landlord monthly as Additional Rent. Tenant shall be permitted to deduct the reasonable advertising costs, reasonable brokerage commissions and reasonable remodeling costs per square foot, in calculating Landlord's share of the net excess rent and other consideration to be paid to Landlord pursuant hereto. Tenant shall provide documentation of such expenses to Landlord at the time Tenant requests Landlord's giving consent to the sublease; subletting or (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 Spaceassignment.

SUBLETTING. Except as hereinafter expressly permitted (including as permitted under Section 16.3), Tenant may shall not sublet any portion of the Leased Premises or Premises, and shall not enter into any part thereof arrangement that is the functional (if not legal) equivalent of a sublease, without the Landlord’s prior written consent of Landlordin each instance, which consent shall not be unreasonably withheld. In , conditioned or delayed; provided, (a) Tenant may sublet up to an aggregate amount of 25,000 square feet of space at the Premises to or by any eventperson(s) or entity(ies) (each, a “Permitted Sublease”) and (b) Tenant shall not advertise or publicize may sublet the Leased Premises for subletting whether through a brokerPremises, 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 Premisesportion thereof, then the following shall apply: (1) Prior to entering into any sublease, Tenant shall notify Landlord in writing of its intent to sublet all or a portion of the Leased Premises, such notice to include a copy of the proposed sublease. At any time within fifteen (15) business days afer service of said notice, Landlord shall notify Tenant that: (i) it consents to the subleasecorporation or other entity which controls, is controlled by, or is under common control with Tenant; or (ii) it refuses to consent a “satellite company” of Tenant (as described in Tenant’s Annual Report on Form 10-K for the year ended December 31, 2009) (a “Tenant Affiliate”) (any such sublease, an “Exempt Sublease”). Upon the effectuation of a Permitted Sublease or an Exempt Sublease, Tenant will promptly notify Landlord regarding such sublet or other occupancy right granted by Tenant with regard to the sublease; or (iii) with respect to a proposed sublease Premises, and the size and location of the entire Rented Spacespace relating thereto. No Permitted Sublease or Exempt Sublease shall specify a term which extends beyond the Lease Term, and all Permitted Subleases and Exempt Subleases shall explicitly state that they are subject and subordinate to this Lease. Any purported subletting of the Premises or other occupancy agreement that is contrary to the provisions of this Section 16.1.2 shall be void. Landlord’s consent shall be based upon a determination that the same (or better) type, class, nature and quality of business, service, management, and financial soundness of ownership shall exist after such subletting or other occupancy agreement (taking into account that Tenant shall remain liable for all obligations of Tenant under the Lease as set forth in Section 16.4) and, provided further, that it terminates each and every covenant, condition or obligation imposed upon Tenant by this Lease effective as is assumed by such subtenant and each and every right, remedy or benefit afforded Landlord by this Lease is not thereby impaired or diminished. Consent by Landlord to one or more sublettings of the beginning of the proposed sublease term, which Landlord Premises shall be fully empowered not operate to do, at exhaust 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’s rights under this Section.

SUBLETTING. Tenant may not sublet the Leased Premises or any part thereof without Developer shall be entitled, with the prior written ---------- consent of Landlord, to sublet the whole or any portion of the Premises or the improvements constructed thereon by or under Developer and, without limiting the foregoing, may establish a leasehold condominium regime on the Premises, or portions thereof, in accordance with the provisions of California law, including California Civil Code Sections 783 and 1350-1360. Developer shall, at all times, remain liable for the performance of all of the covenants on its part to be so performed, notwithstanding any subletting. Each sublease shall be subject and subordinate not only to this Lease, but also to any New Lease made by Landlord as provided in Section 4.8 above. If the term of this Lease shall end while any such sublease is in effect, Landlord may, at its option, for a period of ninety (90) days thereafter, either terminate the said sublease or succeed to all of the rights of Developer thereunder. Where any sublease which is consistent with this Lease is approved, Landlord may grant to the subtenant, under such an approved sublease entered into in good faith and for reasonable consideration, a right of quiet enjoyment in recordable from (a "nondisturbance agreement") during the term of the sublease, notwithstanding the expiration, termination or cancellation of this Lease; provided that (i) the term of the sublease, plus extension or renewal options, does not extend beyond the term of this Lease, plus extension options; (ii) such subtenant agrees that in the event this Lease expires, terminates or is cancelled during the term of the sublease, the sublease shall not be unreasonably withhelddeemed a direct lease between Landlord and such subtenant and the subtenant shall attorn to Landlord. In the event that Landlord objects to any event, Tenant shall not advertise proposed nondisturbance agreement 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 Landlord agrees to notify Landlord Developer in writing of such objection and of its intent to sublet all or a portion reasons for such objection within twenty (20) days of the Leased Premises, such notice to include a copy its receipt of the proposed nondisturbance agreement and sublease. At any time within fifteen (15) business days afer service Subject to the foregoing provisions of said noticethis subsection 5.7, Landlord hereby approves generally of the form of nondisturbance agreement attached hereto as Exhibit "E". Any approvals or grants of quiet enjoyment given or made by Landlord pursuant to this subsection 5.7 shall notify Tenant that: (i) it consents be binding upon Landlord, its successors or assigns, including without limitation any person or entity succeeding to the interest of Landlord by way of judicial foreclosure or trustee sale proceedings pursuant to any mortgage or deed of trust, the lien or charge of which is subject and subordinate to this Lease. Any sublease; or (ii) it refuses to consent to the sublease; or (iii) , with respect to which Landlord agrees to execute a proposed nondisturbance agreement pursuant to this subsection 5.7, may be a sublease pursuant to which the subtenant is responsible for the construction of the entire Rented Space, building improvements upon the subleased premises (a "Ground Sublease" herein). Any Ground Sub-lease may contain a hypothecation provision similar to Section 4 of this Lease for the benefit of the holder of any mortgage or deed of trust constituting a lien on the subleasehold estate created by virtue of the Ground Sublease. Any nondisturbance agreement executed and delivered by Landlord for the benefit of the sublessee under a Ground Sublease shall specifically recite that it terminates this Lease effective is for the benefit of any such holder of a deed of trust or mortgage constituting a lien on the subleasehold estate created by such Ground Sublease; that the term "sublease" as used in 49 the nondisturbance agreement shall be deemed to include any new sublease executed and delivered to any such holder of a first deed of trust or first mortgage following a termination of the beginning sublease pursuant to a provision in the sublease similar to subsection 4.8 of this Lease, and that the term "sublessee" under the nondisturbance agreement shall be deemed to include any encumbrances or other party succeeding to the sublessee under the Ground Sublease by virtue of judicial or private power of sale foreclosure proceedings or by delivery of an assignment in lieu of foreclosure, or otherwise. Where Landlord agrees to execute a nondisturbance agreement for the benefit of the proposed sublease termsublessee under any Ground Sublease, which Landlord such agreement shall be fully empowered subject to do, at Landlord's option, if Tenant seeks to sublet the entire Rented Space; or (iv) obligations of the sublessee thereunder being no less than the obligations of the Developer hereunder 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 Spacesubleased premises.

SUBLETTING. Tenant may 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 grant any license, concession or other right of occupancy of any portion for the Leased Premises without the prior written consent of LandlordAuthority, which except for those licenses or concessions necessary for Lessee to operate its cruise ship service on the Leased Premises. Lessee will at all times keep Authority informed in writing of the licenses or concessions it grants relative to operation of its cruise ship service and will provide Authority all information relative to such licenses or concessions including but not limited to the names of licensees and concessionaires and the term of such licenses and concessions. Consent of Authority to one or more assignments and subletting shall not be unreasonably withheld. In operate as a waiver of Authority's rights as to 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 Landlordsubsequent assignments and sublettings. If Tenant seeks to sublet all this Lease is assigned, or if any part of the Leased Premises, then or any part thereof, is sublet, or occupied by anyone other than the following 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 apply: (1) Prior be deemed a waiver of this covenant or shall the acceptance by Authority of such assignee, subtenant or occupant, as tenant, release Lessee from the further performance of the covenants of this Lease. Lessee shall not assign this lease in whole or in part nor any interest therein, nor sublet the Leased Premises or any part thereof nor grant any license, concession or other right of occupancy of any portion of the Leased Premises nor permit the transfer of this lease by operation of law or otherwise without the prior written consent of Authority except as provided for in the preceding paragraph of this Section 8.01. Consent of Authority to entering into one or more assignments and subletting shall not operate as a waiver of Authority's rights as to any subleasesubsequent assignments and sublettings. If this lease is assigned, Tenant shall notify Landlord in writing of its intent to sublet all or a portion 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 notice to include assignment, subletting, occupancy or collection shall be deemed a copy waiver of this covenant nor shall the acceptance by Authority of such assignee, subtenant or occupant, as tenant release Lessee from the further performance of the proposed sublease. At any time within fifteen (15) business days afer service of said notice, Landlord shall notify Tenant that: (i) it consents to the sublease; or (ii) it refuses to consent to the sublease; or (iii) with respect to a proposed sublease of the entire Rented Space, that it terminates covenants in 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 Spacelease.

SUBLETTING. Tenant may Lessee shall not sublet the Leased Premises or any part thereof Properties without the prior written consent of LandlordLessor, which may be withheld by Lessor in its sole discretion and any such purported subletting shall not be unreasonably withheldvoid. In any eventNotwithstanding the foregoing, Tenant shall not advertise or publicize the Leased Premises for subletting whether through a brokerwithout Lessor’s consent, 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 Lessee may sublet all or any part of the Leased Premises, then the following shall apply: (1) Prior to entering into any sublease, Tenant shall notify Landlord in writing of its intent to sublet all or a portion of the Leased PremisesProperties (collectively, such the “Permitted Subleases”), provided that: (a) Lessee shall provide written notice thereof to include Lessor (accompanied by a copy of the proposed sublease. At Permitted Sublease) at least ten (10) days prior to the date of such Permitted Sublease; (b) each Permitted Sublease shall be subject and subordinate to this Lease; (c) each Permitted Sublease shall not contain any time within fifteen terms inconsistent with this Lease (15or if so, the terms of this Lease shall control); (d) business days afer service unless otherwise mutually agreed upon by Lessor and the subtenant, each Permitted Sublease shall terminate upon the expiration or sooner termination of said notice, Landlord this Lease (and such shall notify Tenant thatbe clearly set forth in all Permitted Subleases); (e) Lessee at all times remains liable hereunder irrespective of any Permitted Sublease; and (f) the use of any related Property shall not violate any applicable zoning codes and shall not be used for any of the purposes set forth on Schedule 14.05 even if such uses are otherwise permitted under the applicable zoning codes.Lessee covenants and agrees that Lessee: (i) it consents to shall observe and timely perform all of its obligations as the subleaselandlord under the Permitted Subleases in compliance with the terms thereof; or (ii) it refuses to shall not assign all or part of any Sublease without the prior written consent to the subleaseof Lessor; or (iii) shall promptly provide Lessor with respect any notice of default received from Lessee by any subtenant or any notice of default sent by Lessee 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 Spaceany subtenant; or (iv) shall furnish Lessor with respect to any and all information requested by Lessor reasonably necessary for a proposed sublease of part determination of the Rented Space, that, effective as status of the beginning any Sublease; and (v) Lessee shall provide Lessor with copies of the sublease term, it amends the Lease any and all Permitted Subleases and/or amendments to reduce the Rented Space by the portion Permitted Subleases within five (5) days 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 Spaceexecution thereof.

SUBLETTING. Tenant may not sublet the Leased Premises or any part thereof without the prior written consent of Landlord, which shall not be unreasonably withheld. In any event, Tenant shall not advertise or publicize the Leased Premises for subletting whether through a broker, agent, representative or otherwise at a rental rate less than that for which space in the Europa Center is being offered for rent by Landlord. If Tenant seeks you want to sublet all or any part of your tenancy, this needs our consent as your landlord. Section 12(2) of the Leased Premises, then 2014 Act makes the following shall applychanges: (1) Prior to entering into any sublease, Tenant shall notify Landlord in writing • you must have been the tenant of its intent the house throughout the 12 months immediately before you apply for written permission to sublet all your home (previously there was no qualifying period), or a portion • if you were not the tenant throughout the whole of that period, the house must have been your only or principal home during those 12 months; and the tenant must have told us that you were living there prior to the start of those 12 months. This change will come into effect from 1 November 2019. If the tenant has already told us that you are living there then no further notification is needed. As is already the case, before you can sublet your home you must ensure that you apply to us for permission. Assignation (passing your tenancy to someone else) If you want to assign your tenancy (pass the tenancy to someone else), this needs our written consent as your landlord. Section 12(2) of the Leased Premises2014 Act makes the following changes: • the house must have been your only or principal home during the 12 months immediately before you apply for written permission to pass your tenancy to someone else (previously there was no qualifying period); and • the person you wish to pass your tenancy to must have lived at the property as their only or principal home for the 12 months before you apply (previously the qualifying period was 6 months); and • the 12 month period cannot begin unless we have been told that the person is living in the property as their only or principal home. We must have been told that by you, such notice a joint tenant, or the person you now wish to include pass the tenancy to. If we have already been told that the person is living in the property we do not have to be notified again. We can refuse permission to assign a copy tenancy if it is reasonable for us to do that. Two new reasons when we can refuse an application for assignation have been added to the existing list of reasons at section 32 of the proposed subleaseHousing (Scotland) Xxx 0000. At any time within fifteen (15) business days afer service of said noticeThese new reasons are: • where we would not give the person you wish to pass the tenancy to reasonable preference under our allocations policy; • where, Landlord shall notify Tenant that: (i) it consents to in our opinion, the sublease; or (ii) it refuses to consent to the sublease; or (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 assignation would result in the Rentable Square Feet of the Rented Spacehome being under occupied.

SUBLETTING. (a) Tenant may covenants that it will not assign this Lease or sublet all or any part of the Leased Premises or mortgage or encumber its interest in this Lease or the Leased Premises or any part thereof, or suffer or permit the occupation of all or any part thereof by others (each of which is a “Transfer”) in whole or in part without the prior written consent of Landlord, which shall consent Landlord covenants not be to withhold unreasonably withheld. In (i) as to any eventassignee, Tenant shall not advertise subtenant or publicize occupant (each of which is a “Transferee”) who is in a satisfactory financial condition, agrees to use the Leased Premises for subletting whether through the Permitted Use and is otherwise satisfactory to Landlord, and (ii) as to any portion of the Leased Premises which, in Landlord’s sole judgment, is 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 proper and rational division of the Leased Premises, then subject to Landlord’s right of termination arising under Section 7(b) below. Notwithstanding anything herein to the following shall applycontrary, Landlord may withhold its consent in its sole and absolute discretion to: (A) a proposed sublessee or assignee which intends to operate in the Leased Premises: (1) Prior to entering into a school or classroom facility use; (2) a training institute; or (3) a doctor’s office or medical facility; (B) an entity which can defend a lawsuit on the basis of sovereign immunity; or (C) any sublease, Tenant governmental or quasi-governmental entity. The foregoing prohibition against a Transfer shall notify Landlord in writing of its intent to sublet all or a portion of the Leased Premises, such notice be construed to include a copy prohibition against any Transfer by operation of law. Notwithstanding anything to the proposed sublease. At any time within contrary contained herein and provided Tenant gives Landlord fifteen (15) business days afer service of said prior written notice, Landlord Tenant shall notify Tenant that: be entitled to assign this Lease or sublet the Leased Premises to any of the following entities (each of which is a “Controlled Tenant”): (i) it consents to resulting from the subleasemerger of the originally named Tenant with, or acquisition (including all or substantially all of the assets) by or of, another company, provided such Controlled Tenant shall have a tangible net worth not less than the tangible net worth of Tenant as of the date of this Lease; or (ii) any company that is and remains throughout the Term an affiliate of Tenant. As used in the immediately preceding sentence, an “affiliate” is a company that controls Tenant, is controlled by Tenant or which is controlled by a company that likewise controls Tenant. In connection with any such assignment, Tenant shall cause the Controlled Tenant to execute and deliver to Landlord an agreement whereby the Controlled Tenant agrees to assume all of the obligations of Tenant under this Lease and to be bound by all the covenants and agreements in this Lease which Tenant has agreed to keep, observe or perform, and whereby the Controlled Tenant agrees that the provisions of this paragraph shall be binding upon it refuses as if it were the original Tenant hereunder. Together with its required notice to consent to Landlord regarding the sublease; or (iii) with respect proposed transfer to a proposed sublease of Controlled Tenant, Tenant shall provide Landlord with supporting documentation confirming to Landlord’s reasonable satisfaction that the entire Rented Spacetransferee is, that it terminates in fact, a Controlled Tenant. Notwithstanding the foregoing, in no event shall Tenant be released from liability for the obligations under 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 upon a transfer 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.Controlled Tenant. Landlord Tenant Assignment or Subletting Procedures

SUBLETTING. Tenant may not sublet For the Leased Premises or any part thereof without purposes of this Paragraph, a lease (other than the prior written consent of Landlord, which shall not be unreasonably withheld. In any event, Tenant shall not advertise or publicize the Leased Premises Lease) that is from time to time in effect for subletting whether through a broker, agent, representative or otherwise at a rental rate less than that for which space in the Europa Center 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 being offered herein referred to as an “Other Lease.” If under an Other Lease it would be reasonable for rent by Landlord. If Landlord to withhold its consent to a proposed subletting or sub-subletting to Tenant seeks to sublet all or any part of the Leased Premisesspace (or portion thereof) covered by the Other Lease based on the fact that Tenant is a tenant in the Building, then then, subject to all of the following shall apply: terms, covenants and conditions of the Other Lease, and subject to all of Landlord’s rights under the Other Lease, Landlord agrees not to withhold its consent to one (1) Prior or more proposed sublettings (or sub-sublettings) to entering into any subleaseTenant, Tenant shall notify Landlord in writing as subtenant (or sub-subtenant), of its intent to sublet all or a portion of space in the Leased PremisesBuilding covered by the Other Lease based solely on the fact that Tenant is a tenant in the Building, such notice to include a copy provided that, and only if (i) if there is more than one (1) proposed sublettings (or sub-sublettings) all of the proposed sublettings (or sub-sublettings) are from the same tenant (or subtenant) and all of the proposed sublettings (or sub-sublettings) are for portions of the Building covered by the same Other Lease (and, in the case of a sub-sublease to Tenant as sub-subtenant, are covered by the same sublease), (ii) the portions of the Building in question do not exceed 25,000 Rentable Square Feet, in the aggregate, inclusive of all portions of the Building in respect of which Tenant may sublease (or sub-sublease) pursuant to any expansion rights or options set forth in the sublease (or sub-sublease) or otherwise (including rights of first offer and rights of first refusal), regardless of whether or not such rights or options are exercised, and (iii) on the date that Landlord receives the request for its consent to the proposed sublease (or sub-sublease) in full compliance with the provisions of the Other Lease in question (A) the Lease is in full force and effect, (B) the Tenant under the Lease is Switch & Data/NY Facilities Company LLC, (C) Tenant is not in default of any of the terms, covenants or conditions in the Lease on Tenant’s part to observe, perform or comply with, (D) Tenant occupies the entire Premises for its own behalf and is conducting its business therein, and (E) there are at least five (5) years remaining in the term of the Lease. At Notwithstanding the foregoing, and notwithstanding any time within fifteen provision contained in the Other Lease in question which may be to the contrary, (151) business days afer service of said notice, Landlord shall notify have no obligation under any circumstances to enter into a non-disturbance agreement with Tenant that: as subtenant (ior sub-subtenant) it 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 (2) 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 be of no further force or effect from and after the date that Landlord consents to the sublease; subletting or (ii) it refuses to consent to the sublease; or (iii) with respect to a proposed sublease sub-subletting 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 any space in the Rentable Square Feet of Building by Tenant as the Rented Spacesubtenant or sub-subtenant, or Tenant first sublets (or sub-sublets) any space in the Building from another tenant or subtenant in the Building.

SUBLETTING. In the event Tenant may not sublet the Leased Premises or any part thereof without the prior written consent of Landlord, which shall not be unreasonably withheld. In any event, Tenant shall not advertise or publicize the Leased Premises for subletting whether through a broker, agent, representative or otherwise at a rental rate less than that for which space in the Europa Center is being offered for rent by Landlord. If Tenant seeks desires to sublet all or any part of the Leased Demised Premises, then the following shall apply: (1) Prior to entering into any sublease, Tenant shall notify give to Landlord in writing written notice of its intent Tenant's desire to sublet all or 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 Leased PremisesDemised Premises Tenant desires to retain, such notice upon terms to include a copy of the proposed sublease. At any time within fifteen (15) business days afer service of said notice, Landlord shall notify Tenant that: (i) it consents to the subleasebe mutually agreed upon; or (ii) it refuses to consent sublease from Tenant at the same rental rate then being paid by Tenant and subsequently to the sublease; or (iii) with respect to a proposed sublease of the entire Rented Space, relet 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 Demised Premises that Tenant desires to be relinquish. If Landlord exercises its right to terminate this Lease or to sublet and further amends the Lease because a portion of the reduction Demised Premises, Tenant agrees that Landlord shall have access to the Demised Premises thirty (30) days prior 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 such space, when aggregated with the rentable square footage that Tenant is then subleasing in the Building, would equal or exceed fifty percent (50%) of the Rented Space so rentable square footage that all calculated items are reduced proportionately Tenant is then leasing in the Building. Despite the foregoing, Landlord shall have no right to recapture from Tenant, or to sublease from Tenant, any portion of the Demised Premises that is either being subleased by Tenant pursuant to the reduction in 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 Rentable Square Feet event of any subsequent subletting of any portion of the Rented SpaceDemised Premises, such subletting shall be subject to the provisions of Section 9(d) hereof.

SUBLETTING. Tenant may not sublet the Leased Premises or any part thereof without Developer shall be entitled, with the prior written ---------- consent of Landlord, to sublet the wits hole or any portion of the Premises or the improvements constructed thereon by or under Developer and, without limiting the foregoing, may establish a leasehold condominium regime on the Premises, or portions thereof, in accordance with the provisions of California law, including California Civil Code Sections 783 and 1350-1360. Developer shall, at all times, remain liable for the performance of all of the covenants on its part to be so performed, notwith- standing any subletting. Each sublease shall be subject and subordinate not only to this Lease, but also to any New Lease made by Landlord as provided in Section 4.8 above. If the term of this Lease shall end while any such sublease is in effect, Landlord may, at its option, for a period of ninety (90) days thereafter, either terminate the said sublease or succeed to all of the rights of Developer thereunder. Where any sublease which is consistent with this Lease is approved, Landlord may grant to the subtenant, under such an approved sublease entered into in good faith and for reasonable consideration, a right of quiet enjoyment in recordable from (a "nondisturbance agreement") during the term of the sublease, notwithstanding the expiration, termination or cancellation of this Lease; provided that (i)) the term of the sublease, plus extension or renewal options, does not extend beyond the term of this Lease, plus extension options; (ii) such subtenant agrees that in the event this Lease expires, terminates or is cancelled during the term of the sublease, the sublease shall not be unreasonably withhelddeemed a direct lease between Landlord and such subtenant and the subtenant shall attorn to Landlord. In the event that Landlord objects to any event, Tenant shall not advertise proposed nondisturbance agreement 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 Landlord agrees to notify Landlord Developer in writing of such objection and of its intent to sublet all or a portion reasons for such objection within twenty (20) days of the Leased Premises, such notice to include a copy its receipt of the proposed nondisturbance agreement and sublease. At any time within fifteen (15) business days afer service Subject to the foregoing provisions of said noticethis subsection 5.7, Landlord hereby approves generally of the form of nondisturbance agreement attached hereto as Exhibit "C". Any approvals or grants of quiet enjoyment given or made by Landlord pursuant to this subsection 5.7 shall notify Tenant that: (i) it consents be binding upon Land- lord, its successors or assigns, including without limitation any person or entity succeeding to the interest of Landlord by way of judicial foreclosure or trustee sale proceedings pursuant to any mortgage or deed of trust, the lien or charge of which is subject and subordinate to this Lease. Any sublease; or (ii) it refuses to consent to the sublease; or (iii) , with respect to which Landlord agrees to execute a proposed nondisturbance agreement pursuant to this subsection 5.7, may be a sublease pursuant to which the subtenant is responsible for the construction of the entire Rented Space, building improvements upon the subleased premises (a "Ground Sublease" herein). Any Ground Sublease may contain a hypothecation provision similar to Section 4 of this Lease for the benefit of the holder of any mortgage or deed of trust constituting a lien on the subleasehold estate created by virtue of the Ground Sublease. Any nondisturbance agreement executed and delivered by Landlord for the benefit of the sublessee under a Ground Sublease shall specifically recite that it terminates this Lease effective is for the benefit of any such holder of a deed of trust or mortgage constituting a lien on the subleasehold estate created by such Ground Sublease; that the term "sublease" as used in the nondisturbance agreement shall be deemed to include any new sublease executed and delivered to any such holder of a first deed of trust or first mortgage following a termination of the beginning sublease pursuant to a provision in the sublease similar to subsection 4.8 of this Lease, and that the term " sublessee" under the nondisturbance agreement shall be deemed to include any encumbrancer or other party succeeding to the sublessee under the Ground Sublease by virtue of judicial or private power of sale foreclosure proceedings or by delivery of an assignment in lieu of foreclosure, or otherwise. Where Landlord agrees to execute a nondisturbance agreement for the benefit of the proposed sublease termsublessee under any Ground Sublease, which Landlord such agreement shall be fully empowered subject to do, at Landlord's option, if Tenant seeks to sublet the entire Rented Space; or (iv) obligations of the sublessee thereunder being no less than the obligations of the Developer hereunder 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 Spacesubleased premises.

SUBLETTING. Tenant Lessee may not sublet the Leased Premises assign, mortgage or pledge to any Person, including an Affiliate of Lessee, at any time, in whole or in part, any of its right, title or interest in, to or under this Lease or any part thereof without the prior written consent of Landlord, which shall not be unreasonably withheld. In any event, Tenant shall not advertise or publicize the Leased Premises for subletting whether through a broker, agent, representative or otherwise at a rental rate less than that for which space in the Europa Center is being offered for rent by Landlord. If Tenant seeks to sublet all or any part of the Leased Premises, then the following shall apply: (1) Prior to entering into any sublease, Tenant shall notify Landlord in writing of its intent to sublet all or a portion of the Leased PremisesProperty and any such assignment, such notice mortgage or pledge shall be void. Lessee may from time to include a copy time, sublease, in whole or in part, any of its right, title or interest in, to or under this Lease or any portion of the proposed Leased Property (including the Existing Lease) to any Person and extend, modify or renew any sublease without the approval of Lessor or Agent; PROVIDED, HOWEVER, that: (a) no sublease or other relinquishment of possession of the Leased Property shall in any way discharge or diminish any of Lessee's obligations to Lessor hereunder, nor release or discharge, in whole or in part, Lessee from any such obligations, and Lessee shall remain directly and primarily liable under this Lease as to the Leased Property, or portion thereof, so sublet; (b) each sublease shall expressly be made subject to and subordinate to this Lease and to the rights of Lessor hereunder; (c) each sublease shall expressly provide for the surrender of the applicable Leased Property or portion thereof by the applicable sublessee at the election of the Required Participants or Lessor (as applicable) after the occurrence of a Lease Event of Default or upon the expiration or termination of this Lease; (d) each sublease provides for a fair market lease term and a fair market rental rate as of the date such sublease was executed, and (e) Lessee pledges its entire interest in any such Sublease, including the right to receive rent or other payments thereunder, to lessor pursuant to SECTION 15.1.. With respect to any sublease permitted under this ARTICLE XII, Lessee shall not sublease any portion of the Leased Property to, or permit the sublease of any portion of the Leased Property to, or permit the sublease of any portion of the Leased Property by, any Person (a) who, to the knowledge of any Responsible Officer of Lessee with operational responsibility, after reasonable inquiry, shall then be in default with respect to the payments of money under any instrument evidencing indebtedness or with respect to any liability for borrowed money or for the deferred purchase price of property if the aggregate amount of all such indebtedness, liabilities and purchase prices under or with respect to which such Person is then in default exceeds one-half of one percent (0.50%) of such Person's net worth or capital and surplus, or (b) who shall then be engaged in any proceedings for relief under any bankruptcy or insolvency law or laws relating to the relief of debtors. All of Lessee's right, title and interest in, to and under each sublease is hereby pledged by Lessee to Lessor, as collateral for Lessee's obligations under this Lease and shall be further assigned to Agent pursuant to the Assignment of Lease and the Assignment of Subleases, and Lessee shall, at its expense, do any further act and execute, acknowledge, deliver, file, register and record any further documents which Agent or any Participant may reasonably request in order to create, perfect, preserve and protect Lessor's and Agent's security interest in such sublease. At any time Lessee shall, within fifteen (15) business days afer service after execution of said notice, Landlord shall notify Tenant that: (i) it consents to the sublease; or (ii) it refuses to consent to the sublease; or (iii) with respect any sublease to a proposed sublease Person which is not a wholly-owned Subsidiary of the entire Rented SpaceLessee, that it terminates this Lease effective as deliver to Agent a fully executed copy 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 Spacesuch sublease.

SUBLETTING. Tenant may Provided no Event of Default has occurred and is continuing, Lessee shall have the right to sublease any or all of the Properties; provided, however, (a) the term of any such sublease shall not sublet extend beyond the Leased Premises or Lease Term; (b) the sublease shall be for no use other than a Permitted Facility; (c) the sublease shall be subject and subordinate to this Lease and shall not contain any part thereof without terms inconsistent with this Lease; (d) Lessee shall at all times remain fully and primarily liable under this Lease; (e) the prior written consent rent due under such sublease shall be fixed rent and shall not be based on the net profits of Landlordthe sublessee; and (f) the sublease is approved by Lessor, which approval shall not be unreasonably withheld, conditioned or delayed (each, a “Sublease”); provided that the terms and provisions of this Section 13.04 are satisfied. In any event, Tenant shall not advertise or publicize As security for 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 payment and performance 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 Lessee of its intent obligations under this Lease, Lessee hereby assigns, transfers, sets over and grants to sublet Lessor, a security interest in any and all or a portion of Lessee’s right, title and interest, powers, privileges and other benefits as Lessor under the Leased PremisesSubleases, such notice to include a copy of the proposed sublease. At any time within fifteen (15) business days afer service of said noticeincluding, Landlord shall notify Tenant thatwithout limitation: (i) it consents to the subleaserent and proceeds thereof; or (ii) it refuses the right to consent to enter upon, take possession of and use any and all Property subleased or granted by Lessee under the subleaseSubleases; or (iii) with respect 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 proposed sublease right in favor of Lessee under 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 SpaceSubleases; or and (iv) with respect the right to a proposed sublease do any and all other things whatsoever which Lessee is or may become entitled to do under the Subleases. Upon the occurrence of part and during the continuance of an Event of Default hereunder, Xxxxxx 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 have the right, without giving notice to or obtaining the consent of Lessee, to exercise, enforce or avail itself of any of the Rented Spacerights, thatpowers, effective privileges, authorizations or benefits assigned and transferred to Lessor pursuant to this Section 13.04, including, without limitation, the right to collect all amounts due under the Subleases. From and after the occurrence of an Event of Default, Xxxxxx does hereby irrevocably appoint Lessor as Xxxxxx’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 the beginning Subleases to which Lessee is or may become entitled. Xxxxxx declares that this appointment is coupled with an interest and shall be irrevocable by Xxxxxx. Xxxxxx further agrees to execute any and all other instruments deemed reasonably necessary by Xxxxxx to further the intent of the sublease termforegoing assignment and to vest Lessor in the Subleases. Notwithstanding any provision contained in this Section 13.04, it amends (i) Lessor shall not be obligated to perform or discharge any obligation, duty or liability under the Lease to reduce the Rented Space Subleases by the portion reason of the Rented Space proposed foregoing assignment; and (ii) Lessor shall not be liable or responsible for, and Xxxxxx agrees to be sublet indemnify and further amends the Lease because of the reduction of the Rented Space so that all calculated items are reduced proportionately hold Lessor harmless from and against any liability, loss, cost or damage, claim or demand against Lessor arising, directly or indirectly, from or related to the reduction in the Rentable Square Feet of the Rented SpaceSubleases.

SUBLETTING. Tenant may not sublet may, without the Authority’s consent, enter into short­ term subleases of portions of its Occupied Space within the Leased Premises from time to time, as long as (a) the portions of the Occupied Leased Premises that are being subleased by Tenant, at any particular time, do not exceed in the aggregate more than fifty percent (50%) of Tenant’s Occupied space as of that time, (b) any such sublease shall not be for a term of more than twelve (12) consecutive months, and (c) Tenant shall promptly provide the Authority with written notice of such subletting (and such other information as the Authority shall reasonably request in connection therewith) upon Tenant’s entering into any such sublease. Except as provided in the preceding sentence, Tenant shall not sublease or permit any part thereof of the Leased Premises to be occupied by others without the prior written consent of LandlordAuthority, which shall not consent may be unreasonably withheldwithheld or granted in the Authority’s sole and absolute discretion. In any event, Tenant shall not advertise or publicize the Leased Premises for subletting whether through event of 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 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 shall be only as provided in writing 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 appropriate to enable the proposed subtenant to carry on the proposed subtenant’s proposed business at the Leased Premises and to enable the proposed subtenant to sublease that portion of the Leased Premises from Tenant, including without limitation a “repair station certificate” as required under 14 CFR Part 145 (the “145 Certificate”) and an air quality permit from the applicable Governmental Entities; (iv) no Event of Default by Tenant under this Lease has then occurred and is then continuing; and (v) 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 intent 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 sublet this effect. If a subletting of all or a portion of the Leased PremisesPremises is permitted as described in the first sentence of this Section or is otherwise permitted by the Authority, such notice to include a copy Tenant shall be obligated for any breach by the subtenant or the subtenant’s Employees, agents, contractors or Invitees, of the proposed sublease. At any time within fifteen (15) business days afer service of said notice, Landlord shall notify Tenant that: (i) it consents to the sublease; or (ii) it refuses to consent to the sublease; or (iii) with respect to a proposed sublease of the entire Rented Space, that it terminates Tenant’s obligations and covenants under 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 SpaceLease.

SUBLETTING. Tenant The Lessee may not sublet not, without the consent of the Lessor, sublease any Leased Premises Asset or any part portion thereof without to any Person, except on the prior written consent terms expressly provided below, and any such sublease that does not comply with such terms shall be null and void. No sublease or other relinquishment of Landlordpossession of such Leased Asset shall in any way affect, which amend, reduce, discharge 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, or portion thereof, so sublet. Any sublease of such Leased Asset shall expressly be unreasonably withheld. In any event, Tenant made subject to and subordinated to this Lease and to the rights of the Lessor hereunder and shall not advertise or publicize expressly provide for 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 surrender of the Leased PremisesAsset by the sublessee thereof at the election of Lessor upon the earlier to occur of (i) the termination of this Lease as to such Leased Asset, then including any termination caused by or resulting from the following exercise by the Lessor of its rights or remedies hereunder or (ii) the Expiration Date for such Leased Asset. No such sublease may provide for use of such Leased Asset by the sublessee in a manner other than as permitted under this Lease or provide for a term which extends beyond the last day of the Base Term for such Leased Asset. Lessee shall apply: give Lessor prompt written notice of any sublease permitted under this Article X, and Lessee shall, within thirty (130) Prior to entering into days after execution of any sublease, Tenant shall notify Landlord in writing deliver to the Lessor and the Collateral Agent a fully executed copy of its intent to sublet all or a portion of the Leased Premises, such notice to include sublease. The Lessor acknowledges that it has received a copy of the proposed sublease. At any time within fifteen (15) business days afer service of said noticesublease dated April 30, Landlord shall notify Tenant that: (i) it consents 2001, as amended to the subleasedate hereof, between the Lessee and Lumenis Ltd.; or (ii) it refuses to consent to the sublease; or (iii) with respect to a proposed sublease of the entire Rented Space, provided 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 such acknowledgment does not constitute an acknowledgment by the portion Lessor that such sublease complies with this Section 10.1 or a waiver by the Lessor 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.any rights it may have. ARTICLE XI

SUBLETTING. Tenant may not sublet the Leased Premises or any part thereof without the prior written consent of Landlord, which shall not be unreasonably withheld. In any event, Tenant shall not advertise assign this Lease, 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 Premisesunit, then without Owners prior written consent. ◻ INSURANCE. Tenant assumes ALL RESPONSIBILITY for any loss or damage to property stored by Tenant in the following unit and may or may not elect to provide insurance coverage for the same. OWNER DOES NOT MAINTAIN INSURANCE FOR THE BENEFIT OF TENANT WHICH IN ANY WAY COVERS ANY LOSS WHATSOEVER THAT TENANT MAY HAVE OR CLAIM BY TENANT AND EXPRESSLY RELEASES OWNER FROM ANY LOSSES, CLAIMS, SUITS AND/OR DAMAGES OR RIGHT OF SUBROGATION FOR LOSSES TO SAID PROPERTY CAUSED BY FIRE, THEFT, WATER, RAIN STORMS, TROPICAL STORM, HURRICANE, TORNADO, EXPLOSION, RIOT; RODENTS, CIVIL DISTURBANCES, INSECTS, SONIC BOOM, LAND VEHICLES, UNLAWFUL ENTRY OR ANY OTHER CAUSE WHATSOEVER, NOR SHALL OWNER BE LIABLE TO TENANT AND/OR TENANT’S GUEST OR INVITEES FOR ANY PERSONAL INJURIES SUSTAINED BY TENANT AND/OR TENANT’S GUEST OR INVITEES WHILE ON OR ABOUT OWNER’S PREMISES. ◻ FIRE; CONDEMNATION. If fire or other casualty causes damage to the self-storage facility or the self- storage facility is totally or partially taken by way of eminent domain, Owner may terminate this Lease on written notice to Tenant and, upon such termination, all rent and other sums owing hereunder shall apply: (1) Prior be paid up to entering into any sublease, Tenant shall notify Landlord in writing of its intent to sublet all or a portion the date of the Leased Premisesdamage or taking. ◻ SUBORDINATION. This Lease is subject and subordinate to any and all present or future ground leases and mortgages affecting the unit or the self-storage facility. ◻ WAIVER. Owner’s acceptance of any total or partial payment or rent or other sum due hereunder shall not be a waiver of any of Owner’s rights or remedies. ◻ INSPECTION. Owner reserves the right to inspect all property left on space, such and may inspect the contents of items left on the space based on reasonable notice to include a copy Tenant, except in cases of emergency, when Owner may enter and inspect the proposed sublease. At space at any time within fifteen (15) business days afer service of said notice, Landlord shall notify Tenant that: (i) it consents without notice to the sublease; or (ii) it refuses to consent to the sublease; or (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 SpaceTenant.

SUBLETTING. Tenant may not sublet may, without the Authority’s consent, enter into short-term subleases of portions of its Occupied Space within the Leased Premises from time to time, as long as (a) the portions of the Occupied Leased Premises that are being subleased by Tenant, at any particular time, do not exceed in the aggregate more than fifty percent (50%) of Tenant’s Occupied space as of that time, (b) any such sublease shall not be for a term of more than twelve (12) consecutive months, and (c) Tenant shall promptly provide the Authority with written notice of such subletting (and such other information as the Authority shall reasonably request in connection therewith) upon Tenant’s entering into any such sublease. Except as provided in the preceding sentence, Tenant shall not sublease or permit any part thereof of the Leased Premises to be occupied by others without the prior written consent of LandlordAuthority, which shall not consent may be unreasonably withheldwithheld or granted in the Authority’s sole and absolute discretion. In any event, Tenant shall not advertise or publicize the Leased Premises for subletting whether through event of 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 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 shall be only as provided in writing 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 appropriate to enable the proposed subtenant to carry on the proposed subtenant’s proposed business at the Leased Premises and to enable the proposed subtenant to sublease that portion of the Leased Premises from Tenant, including without limitation a “repair station certificate” as required under 14 CFR Part 145 (the “145 Certificate”) and an air quality permit from the applicable Governmental Entities; (iv) no Event of Default by Tenant under this Lease has then occurred and is then continuing; and (v) 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 intent 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 sublet this effect. If a subletting of all or a portion of the Leased PremisesPremises is permitted as described in the first sentence of this Section or is otherwise permitted by the Authority, such notice to include a copy Tenant shall be obligated for any breach by the subtenant or the subtenant’s Employees, agents, contractors or Invitees, of the proposed sublease. At any time within fifteen (15) business days afer service of said notice, Landlord shall notify Tenant that: (i) it consents to the sublease; or (ii) it refuses to consent to the sublease; or (iii) with respect to a proposed sublease of the entire Rented Space, that it terminates Tenant’s obligations and covenants under 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 SpaceLease.

SUBLETTING. Tenant may Provided no Event of Default has occurred and is continuing, Lessee shall have the right to sublease any or all of the Properties; provided, however, (i) the term of any such sublease shall not sublet extend beyond the Leased Premises or Lease Term; (ii) the sublease shall be for no use other than a Permitted Facility; (iii) the sublease shall be subject and subordinate to this Lease and shall not contain any part thereof without terms inconsistent with this Lease; (iv) Lessee shall at all times remain fully and primarily liable under this Lease; (v) the prior written consent rent due under such sublease shall be fixed rent and shall not be based on the net profits of Landlordthe sublessee; and (vI) the sublease is approved by Lessor, which approval shall not be unreasonably withheld, conditioned or delayed (each, a “Sublease”). In any event, Tenant shall not advertise or publicize As security for 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 payment and performance 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 Lessee of its intent obligations under this Lease, Lessee hereby assigns, transfers, sets over and grants to sublet Lessor, a security interest in any and all or a portion of Lessee’s right, title and interest, powers, privileges and other benefits as landlord under the Leased PremisesSubleases, such notice to include a copy of the proposed sublease. At any time within fifteen (15) business days afer service of said noticeincluding, Landlord shall notify Tenant thatwithout limitation: (i) it consents to the subleaserent and proceeds thereof; or (ii) it refuses the right to consent to enter upon, take possession of and use any and all property subleased or granted by Lessee under the subleaseSubleases; or (iii) with respect 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 proposed sublease right in favor of Lessee under 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 SpaceSubleases; or and (iv) with respect the right to a proposed sublease do any and all other things whatsoever which Lessee is or may become entitled to do under the Subleases. Upon the occurrence of part 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 have the right, without giving notice to or obtaining the consent of Lessee, to exercise, enforce or avail itself of any of the Rented Spacerights, thatpowers, effective privileges, authorizations or benefits assigned and transferred to Lessor pursuant to this Section 14.04, including, without limitation, the right to collect all amounts due under the Subleases. 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 the beginning Subleases 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 sublease termforegoing assignment and to vest Lessor in the Subleases. Notwithstanding any provision contained in this Section 14.04, it amends (i) Lessor shall not be obligated to perform or discharge any obligation, duty or liability under the Lease to reduce the Rented Space Subleases by the portion reason of the Rented Space proposed foregoing assignment; and (ii) Lessor shall not be liable or responsible for, and Lessee agrees to be sublet indemnify and further amends the Lease because of the reduction of the Rented Space so that all calculated items are reduced proportionately hold Lessor harmless from and against any liability, loss, cost or damage, claim or demand against Lessor arising, directly or indirectly, from or related to the reduction in the Rentable Square Feet of the Rented SpaceSubleases.

SUBLETTING. In the event the Tenant may not sublet desires the Leased Premises or any part thereof without Landlord's consent to the prior written consent subletting of Landlord, which shall not be unreasonably withheld. In any event, Tenant shall not advertise or publicize the Leased Premises for subletting whether through a broker, agent, representative or otherwise at a rental rate less than that for which space in the Europa Center is being offered for rent by Landlord. If Tenant seeks to sublet all or any part of the Leased Premisespremises for any part of the term of this Lease with respect thereto, then the following shall apply: (1) Prior to entering into any sublease, Tenant shall notify the Landlord in writing of its intent to sublet all or a portion of the Leased Premises, such notice to include a copy name of the proposed sublease. At any time within fifteen subtenant, such information as to the proposed subtenant's business, financial responsibility and standing as the Landlord may require, and of the covenants, agreements, terms, provisions and conditions of the proposed subletting, which notice shall (15except in the case of a proposed subletting to a subsidiary or affiliate of the Tenant) business days afer service contain an offer to vacate and surrender, as of said noticethe Special Surrender Date (as hereinafter defined), Landlord shall notify Tenant that: either (i) it consents 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 sublease; Tenant by this Lease as may be reasonably required for public corridors, toilets and core facilities serving the space so proposed to be sublet (said spaces(s) being herein collectively called a "Partial Space"), or (ii) it refuses if the Tenant proposes to consent sublet the entire premises, the entire premises. The term "Special Surrender Date" as used in this Article, shall mean a date to be specified in such notice from the Tenant; provided, however, said specified date shall be (a) the last day of a calendar month during the term hereof with respect thereto, and (b) not earlier than a date occurring 120 days after the giving of such 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 sublease; or (iii) with respect 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 proposed sublease of the entire Rented Partial Space, that it terminates this Lease then effective as of the beginning of the proposed sublease termSpecial Surrender Date, which Landlord this Lease shall be fully empowered to do, at Landlord's option, if Tenant seeks to sublet deemed modified so that the entire Rented Space; or (iv) term and estate granted by this Lease with respect to a proposed sublease of part such Partial Space (unless the same shall have expired sooner pursuant to any of the Rented Spaceother 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, thatto the extent that such fixed rent relates to such Partial Space and such abatement is in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, effective agreement, term, provision or condition of this Lease, shall be abated at the Applicable Rental Rate (as hereinafter defined) for each square foot of the rentable area of the Partial Space from and after the Special Surrender Date. If the Landlord accepts such offer pertaining to a Partial space, the Landlord agrees that any tenant of the Partial Space shall have a separate entrance to the Partial Space and shall not have to pass through the Tenant's premises. If the Landlord accepts such offer and such offer pertains to the entire premises, then this Lease 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 other provisions of this Lease or pursuant to law) shall expire on the Special Surrender Date with the same effect as if the Special Surrender Date were the date specified in this Lease for the expiration of the term hereof and the fixed rent payable hereunder shall be apportioned as of the beginning Special Surrender Date. The Tenant shall terminate its occupancy of such Partial Space or the sublease termpremises, it amends as the Lease to reduce case may be, not later than 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 SpaceSpecial Surrender Date.

SUBLETTING. ASSIGNMENTS. Tenant may shall not transfer, assign or encumber this Agreement, or sublet the Leased Premises or any part thereof thereof, without in each case obtaining the prior written consent of the Landlord, which shall not be unreasonably withheld. In any event, Tenant shall not advertise or publicize the Leased Premises for event Landlord consents to 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 any and all rents or other consideration for any reason received by Tenant in excess of the following rents required under this Agreement shall apply: (1) Prior be construed as part of the Base Rent payable to entering into Landlord. Any attempt by Tenant to assign, transfer, encumber or sublet this Premises without Landlord’s written consent shall be void and shall give Landlord the right and option to terminate this Agreement by written notice to Tenant. The consent by Landlord to any subleaseassignment, transfer, subletting to any party other than Landlord shall not be construed as a waiver or release of Tenant from the terms of any covenant or obligation under this Lease nor shall notify 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 its intent Landlord to sublet any further assignment or subletting. In the event that Tenant defaults hereunder Tenant hereby assigns to Landlord any and all or a portion rent due from any subtenant of Tenant and hereby authorizes each such subtenant to pay said rent directly to Landlord. Without limiting the generality of the Leased Premisesforegoing, such notice if Landlord consents to include a copy of the proposed sublease. At any time within fifteen (15) business days afer service of said noticean assignment or sublease pursuant to this Section 11, Landlord shall notify Tenant that: may condition its consent upon the entry by such transferee into an agreement (i) it consents in form and substances satisfactory to the sublease; or (ii) it refuses to consent to the sublease; or (iiiLandlord) with respect Landlord, by which such transferee assumes all of Tenant’s obligations hereunder. Any assignment of this Lease 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 wholly owned subsidiary shall be fully empowered to do, permitted provided at Landlord's option, if Tenant seeks to sublet all times 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 subsidiary remains wholly owned 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 SpaceTenant.

SUBLETTING. Tenant may not sublet the Leased Premises or any part thereof without Developer shall be entitled, with the prior written ---------- consent of Landlord, to sublet the whole or any portion of the Premises or the improvements constructed thereon by or under Developer and, without limiting the foregoing, may establish a leasehold condominium regime on the Premises, or portions thereof, in accordance with the provisions of California law, including California Civil Code Sections 783 and 1350-1360. Developer shall, at all times, remain liable for the performance of all of the covenants on its part to be so performed, notwithstanding any subletting. Each sublease shall be subject and subordinate not only to this Lease, but also to any New Lease made by Landlord as provided in Section 4.8 above. If the term of this Lease shall end while any such sublease is in effect, Landlord may, at its option, for a period of ninety (90) days thereafter, either terminate the said sublease or succeed to all of the rights of Developer thereunder. Where any sublease which is consistent with this Lease is approved, Landlord may grant to the subtenant, under such an approved sublease entered into in good faith and for reasonable consideration, a right of quiet enjoyment in recordable from (a "nondisturbance agreement") during the term of the sublease, notwithstanding the expiration, termination or cancellation of this Lease; provided that (i) the term of the sublease, plus extension or renewal options, does not extend beyond the term of this Lease, plus extension options; (ii) such subtenant agrees that in the event this Lease expires, terminates or is cancelled during the term of the sublease, the sublease shall not be unreasonably withhelddeemed a direct lease between Landlord and such subtenant and the subtenant shall attorn to Landlord. In the event that Landlord objects to any event, Tenant shall not advertise proposed nondisturbance agreement 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 Landlord agrees to notify Landlord Developer in writing of such objection and of its intent to sublet all or a portion reasons for such objection within twenty (20) days of the Leased Premises, such notice to include a copy its receipt of the proposed nondisturbance agreement and sublease. At any time within fifteen (15) business days afer service Subject to the foregoing provisions of said noticethis subsection 5.7, Landlord hereby approves generally of the form of nondisturbance agreement attached hereto as Exhibit "E". Any approvals or grants of quiet enjoyment given or made by Landlord pursuant to this subsection 5.7 shall notify Tenant that: (i) it consents be binding upon Landlord, its successors or assigns, including without limitation any person or entity succeeding to the interest of Landlord by way of judicial foreclosure or trustee sale proceedings pursuant to any mortgage or deed of trust, the lien or charge of which is subject and subordinate to this Lease. Any sublease; or (ii) it refuses to consent to the sublease; or (iii) , with respect to which Landlord agrees to execute a proposed nondisturbance agreement pursuant to this subsection 5.7, may be a sublease pursuant to which the subtenant is responsible for the construction of the entire Rented Space, building improvements upon the subleased premises (a "Ground Sublease" herein). Any Ground Sublease may contain a hypothecation provision similar to Section 4 of this Lease for the benefit of the holder of any mortgage or deed of trust constituting a lien on the subleasehold estate created by virtue of the Ground Sublease. Any nondisturbance agreement executed and delivered by Landlord for the benefit of the sublessee under a Ground Sublease shall specifically recite that it terminates this Lease effective is for the benefit of any such holder of a deed of trust or mortgage constituting a lien on the subleasehold estate created by such Ground Sublease; that the term "sublease" as used in 45 the nondisturbance agreement shall be deemed to include any new sublease executed and delivered to any such holder of a first deed of trust or first mortgage following a termination of the beginning sublease pursuant to a provision in the sublease similar to subsection 4.8 of this Lease, and that the term "sublessee" under the nondisturbance agreement shall be deemed to include any encumbrancer or other party succeeding to the sublessee under the Ground Sublease by virtue of judicial or private power of sale foreclosure proceedings or by delivery of an assignment in lieu of foreclosure, or otherwise. Where Landlord agrees to execute a nondisturbance agreement for the benefit of the proposed sublease termsublessee under any Ground Sublease, which Landlord such agreement shall be fully empowered subject to do, at Landlord's option, if Tenant seeks to sublet the entire Rented Space; or (iv) obligations of the sublessee thereunder being no less than the obligations of the Developer hereunder 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 Spacesubleased premises.

SUBLETTING. Tenant may not sublet Lessee shall have the Leased Premises or any part thereof without the prior written consent of Landlord, which shall not be unreasonably withheld. In any event, Tenant shall not advertise or publicize the Leased Premises for subletting whether through a broker, agent, representative or otherwise at a rental rate less than that for which space in the Europa Center is being offered for rent by Landlord. If Tenant seeks right to sublet all or any part of the Leased PremisesPremises 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 extend beyond the term of this Lease (including only any renewal 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 shall apply: (1) Prior the term "Sublessor" to entering into 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 subleaseunderlying Lease (including an underlying Lease through which Sublessor derives its Leasehold estate in the demised subpremises), Tenant shall notify Landlord such underlying Lease and the Leasehold Estate of Sublessor in writing of its intent to sublet all or a portion the demised subpremises is terminated, then Sublessee, at the option and request of the Leased Premises, such notice to include a copy then fee owner of the proposed subleasedemised subpremises (the "Fee Lessor"), shall attorn to such Fee Lessor and shall recognize such Fee Lessor as Sublessee's direct lessor under this SubLease. At Sublessee agrees to execute and deliver, at any time within fifteen (15) business days afer service and from time to time, upon the request of said notice, Landlord shall notify Tenant that: (i) it consents to the sublease; Sublessor or (ii) it refuses to consent to the sublease; or (iii) with respect to a proposed sublease of the entire Rented SpaceFee Lessor or any mortgagee of either, any instrument that it terminates this Lease effective as may be necessary or appropriate to evidence such attornment. Sublessee hereby appoints Sublessor or such Fee Lessor or such mortgagee the attorney-in-fact, irrevocably, with full power of substitution, of Sublessee to execute and deliver any such instrument for and on behalf of the beginning 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 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 demised subpremises in the Rentable Square Feet of the Rented Spaceevent that any proceeding is brought by a Fee Lessor to terminate any such underlying Lease. Sublessee agrees that this SubLease shall not be affected in any way whatsoever by any such proceeding.

SUBLETTING. In the event Tenant may not sublet the Leased Premises or any part thereof without the prior written consent of Landlord, which shall not be unreasonably withheld. In any event, Tenant shall not advertise or publicize the Leased Premises for subletting whether through a broker, agent, representative or otherwise at a rental rate less than that for which space in the Europa Center is being offered for rent by Landlord. If Tenant seeks desires to sublet all or any part of the Leased Demised Premises, Tenant shall give to Landlord written notice of Tenant’s desire to do so, which notice shall be accompanied by the Required Information. In the event that the rentable square footage of the space that Tenant desires to sublease, when aggregated with the space that Tenant is then subleasing in the Building, exceeds fifty percent (50%) of the rentable area of the Demised Premises, then within sixty (60) days of receipt of said notice and Required Information, Landlord shall have the following shall apply: right (1i) Prior to entering terminate this Lease on a date to be agreed upon by Landlord and Tenant; or (ii) with Tenant’s consent, to terminate this Lease and to enter into any subleasea new lease with Tenant for that portion of the Demised Premises Tenant desires to retain, upon terms to be mutually agreed upon; or (iii) 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 notify Landlord in writing of its intent have access to sublet all or a 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, such notice . In the event Tenant timely withdraws its request to include a copy of sublease the proposed sublease. At any time within fifteen (15) business days afer service of said noticeLeased Premises, Landlord shall notify Tenant that: (i) it consents not have the right to the sublease; or (ii) it refuses to consent to the sublease; or (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 terminate the Lease in connection with such withdrawn request 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 Spacesublease.

SUBLETTING. Tenant may not shall have the right to sublet any portion of the Leased Premises Property at any time without Landlord’s consent (a) to any sublessee that is owned by or under common control of Tenant, or (b) to any part thereof without sublessee of the prior written Tenant Retained Parcel. Otherwise, Xxxxxxxx’s consent shall be required for any subletting of Landlordthe Property, which consent shall not be unreasonably withheld. In , conditioned or delayed, provided that such sublease (i) prohibits any eventNoxious Use, (ii) does not release Tenant shall from any of its obligations under the Lease, (iii) does not advertise or publicize extend beyond the Leased Premises for subletting whether through a brokerprimary term of the Lease, agent, representative or otherwise at a rental rate less than that for which space in the Europa Center and (iv) Landlord is being offered for rent named as notice party and receives copies of all sublease documentation reasonably requested 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 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 notify not be modified thereby. In addition, if the subtenant or Landlord requests the other to execute a subordination, non-disturbance and attornment agreement in writing of connection with such sublease, subtenant or Landlord will not unreasonably withhold or delay its intent consent to sublet all or a portion such agreement, provided that in the event of the Leased Premises, such notice to include a copy cancellation or termination of this Lease for any reason whatsoever or of the proposed sublease. At any time within fifteen (15) business days afer service surrender of said notice, Landlord shall notify Tenant that: (i) it consents 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 or (ii) it refuses the 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 consent apply the terms of this Lease to a subtenant, Base Rent for the Properties subleased to such subtenant shall be determined by fair market value appraisal obtained by Landlord at the time of termination of this Lease, but not less than any allocation of Base Rent to the sublease; or (iii) with respect to a proposed sublease of the entire Rented Space, that it terminates Property in 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 SpaceLease.

SUBLETTING. Tenant may The Club shall not sublet sublease portions of the Leased Premises Premises, nor permit other Persons to occupy or any part conduct business in portions of the Leased Premises, except as expressly permitted by this Agreement or with the prior written consent of the PFD. The Club shall not sublease the entire Leased Premises, or such material portion thereof as would transfer substantial control and possession of the Ballpark, without the prior written consent of Landlordthe PFD, which shall not consent may be unreasonably withheldwithheld at the sole discretion of the PFD. In any event, Tenant shall not advertise addition to other provisions of this Agreement which allow the Club to sublease or publicize the Leased Premises for subletting whether through a broker, agent, representative permit other Persons to occupy or otherwise at a rental rate less than that for which space conduct business in the Europa Center is being offered for rent by Landlord. If Tenant seeks to sublet all or any part Ballpark, the Club may, without the consent of the Leased PremisesPFD, then (a) sublet or permit other Persons to occupy or conduct business in the Ballpark for the purposes of operating retail outlets and restaurants, (b) sell or grant licenses, subleases or similar interests in the ordinary course of business to concessionaires, vendors, advertisers, users and others, and (c) sell licenses and similar interests in reserved seats, club seats and suites; provided, however, that the term of any such subleases, licenses and other interests shall, except as otherwise provided in a Sublessee Nondisturbance Agreement delivered pursuant to the following shall apply: (1) Prior to entering into paragraph, automatically terminate upon termination of this Agreement. The Club specifically agrees that any such sublease, Tenant license or other interest which could reasonably give rise to an expectancy of long-term rights (generally, but not necessarily limited to interests with a term of longer than one year), shall notify Landlord in writing of its intent include explicit provision for such automatic termination. Within thirty (30) days after written request from the Club, the PFD shall enter into an agreement (each, a "Sublessee Nondisturbance Agreement") with any Direct Access Retailer to sublet all or a whom the Club subleases any portion of the Leased Premises, provided that the term of such notice sublease does not extend beyond the Term. The Sublessee Nondisturbance Agreement shall include any reasonable provisions required by the sublessee, subject to include a copy the reasonable approval of the proposed sublease. At PFD, but in any time within fifteen (15) business days afer service of said notice, Landlord event a Sublessee Nondisturbance Agreement shall notify Tenant that: (i) it consents to reaffirm the sublease; or PFD's ownership of the Leased Premises, (ii) it refuses to consent to the sublease; confirm that this Agreement is in full force and effect, without any defaults (or, if one or more defaults exist, specifying such defaults), and (iii) provide that so long as the sublessee complies with respect to a proposed sublease all of the entire Rented Spaceterms and conditions of its sublease, that it terminates this Lease effective as of and 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 sublessee attorns to the reduction PFD, the PFD shall not join the sublessee as a party in any action or proceeding to enforce or terminate this Agreement or otherwise interfere with the Rentable Square Feet of the Rented Space.sublessee's rights under its sublease

SUBLETTING. Tenant may not sublet For the Leased Premises or any part thereof without purposes of this Paragraph, a lease (other than the prior written consent of Landlord, which shall not be unreasonably withheld. In any event, Tenant shall not advertise or publicize the Leased Premises Lease) that is from time to time in effect for subletting whether through a broker, agent, representative or otherwise at a rental rate less than that for which space in the Europa Center Building (as such other lease may have been, or may hereafter be, amended) is being offered herein referred to as an “Other Lease.” If under an Other Lease it would be reasonable for rent by Landlord. If Landlord to withhold its consent to a proposed subletting or sub-subletting to Tenant seeks to sublet all or any part of the Leased Premisesspace (or portion thereof) covered by the Other Lease based on the fact that Tenant is a tenant in the Building, then then, subject to all of the following shall apply: terms, covenants and conditions of the Other Lease, and subject to all of Landlord’s rights under the Other Lease, Landlord agrees not to withhold its consent to one (1) Prior or more proposed sublettings (or sub-sublettings) to entering into any subleaseTenant, Tenant shall notify Landlord in writing as subtenant (or sub-subtenant), of its intent to sublet all or a portion of space in the Leased PremisesBuilding covered by the Other Lease based solely on the fact that Tenant is a tenant in the Building, such notice to include a copy provided that, and only if (i) if there is more than one (1) proposed sublettings (or sub-sublettings) all of the proposed sublettings (or sub-sublettings) are from the same tenant (or subtenant) and all of the proposed sublettings (or sub-sublettings) are for portions of the Building covered by the same Other Lease (and, in the case of a sub-sublease to Tenant as sub-subtenant, are covered by the same sublease), (ii) the portions of the Building in question do not exceed 25,000 Rentable Square Feet, in the aggregate, inclusive of all portions of the Building in respect of which Tenant may sublease (or sub-sublease) pursuant to any expansion rights or options set forth in the sublease (or sub-sublease) or otherwise (including rights of first offer and rights of first refusal), regardless of whether or not such rights or options are exercised, and (iii) on the date that Landlord receives the request for its consent to the proposed sublease (or sub-sublease) in full compliance with the provisions of the Other Lease in question (A) the Lease is in full force and effect, (B) the Tenant under the Lease is Switch & Data/NY Facilities Company LLC, (C) Tenant is not in default of any of the terms, covenants or conditions in the Lease on Tenant’s part to observe, perform or comply with, (D) Tenant occupies the entire Premises for its own behalf and is conducting its business therein, and (E) there are at least five (5) years remaining in the term of the Lease. At Notwithstanding the foregoing, and notwithstanding any time within fifteen provision contained in the Other Lease in question which may be to the contrary, (151) business days afer service of said notice, Landlord shall notify have no obligation under any circumstances to enter into a non-disturbance agreement with Tenant that: as subtenant (ior sub-subtenant) it 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 (2) 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 be of no further force or effect from and after the date that Landlord consents to the sublease; subletting or (ii) it refuses to consent to the sublease; or (iii) with respect to a proposed sublease sub-subletting 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 any space in the Rentable Square Feet of Building by Tenant as the Rented Spacesubtenant or sub-subtenant, or Tenant first sublets (or sub-sublets) any space in the Building from another tenant or subtenant in the Building.

SUBLETTING. If, however, Tenant may not desires to sublet the Leased Premises or any part thereof without the prior written consent of Landlord, which shall not be unreasonably withheld. In any event, Tenant shall not advertise or publicize the Leased Premises for subletting whether through a broker, agent, representative or otherwise at a rental rate less than that for which space in the Europa Center is being offered for rent by Landlord. If Tenant seeks to sublet all whole or any part of the Leased Premises, then the following shall apply: (1) Prior Demised Premises to entering into any subleaseother party, Tenant shall notify 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 in writing of its intent with written data pertaining to sublet all or a portion of the Leased Premisesproposed subtenant, such notice including but not limited to include a copy the name of the proposed subtenant and its principle address and key officers, trustees or other persons holding control; financial statements for the proposed subtenant; a statement of the business activities of the proposed subtenant and its proposed use of the Demised Premises; proposed floor plans for the Demised Premises (if changes are requested); the proposed terms and form of the sublease agreement; the number of persons who will occupy the Demised Premises pursuant to the proposed sublease; and such other items as Landlord may reasonably request. At any time After receipt of the above information and nonrefundable processing fee, Landlord shall have within fifteen five (155) business days afer service the option of said notice, Landlord shall notify Tenant that: (i) it consents consenting to the sublease; or proposed sublease in writing, (ii) it refuses to consent to the sublease; rejecting such proposed sublease and providing Tenant with reasonable grounds therefor, or (iii) canceling this Lease in writing as it applies to the area proposed to be subleased and relieving Tenant of any further liability hereunder as to such area. Except for a written cancellation pursuant to item (iii) above, Tenant shall in all events remain fully liable under this Lease. Any subtenants shall also become directly liable to Landlord for all obligations of Tenant under this Lease without relieving Tenant of any liability; provided, however, 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 have any right to assign, directly or indirectly, its rights or obligations under this lease except as provided in Paragraph A (Assignment) above. Reasonable grounds for Landlord's rejection of a proposed sublease include, without implied limitations, the following: (a) the proposed subtenant's financial responsibility does not meet the same criteria Landlord used to select tenants for the Building, (b) the 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 waive the requirements of this provision with respect to a proposed 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 entire Rented SpaceLease. Also, Tenant may not sublease to any tenant that it terminates this Lease effective as is leasing another office suite in an office building managed by Haynes Management Inc. and any proposed subtenant must sublease the xxxxx for the full remaining term of the beginning of Lease. If Landlord consents to the proposed sublease term, which Landlord shall be fully empowered to do, at Landlord's option, in writing and 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 terms of the sublease term, it amends are such that the Lease to reduce subtenant is paying Tenant MORE RENT than the Rented Space by the portion rent detailed in Article II of the Rented Space proposed primary Lease between Landlord and Tenant, then Tenant will be required to be sublet and further amends the Lease because pay to Landlord as additional rent sixty five percent (65%) of the reduction 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 the Rented Space so that all calculated items are reduced proportionately to the reduction in the Rentable Square Feet of the Rented Spacethis Lease.

SUBLETTING. Tenant may not sublet the Leased Premises or any part thereof without the prior written consent of Landlord, which shall not be unreasonably withheld. In any event, (a) Tenant shall not advertise have the right to assign this Sublease Agreement or publicize the Leased Premises for subletting whether through a broker, agent, representative or otherwise at a rental rate less than that for which space in the Europa Center is being offered for rent by Landlord. If Tenant seeks to sublet all or any part of the Leased Premises, then the following shall apply: (1) Prior to entering into any sublease, Tenant shall notify Landlord in writing of its intent to sublet all whole or a portion of the Leased PremisesSpace, 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 Tenant shall be a direct or indirect competitor of Lessor or of Lessor's Landlord or otherwise be of an unsuitable or objectionable nature. Tenant shall be entitled to retain any premium over the Rental hereunder which it receives under any such sublease. In the event Tenant desires to sublet the Leased Space, or any portion thereof, or assign this Sublease Agreement, Tenant shall give notice thereof to include a copy Lessor and Lessor's Landlord within sixty (60) days prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed sublease. At subtenant or assignee, a detailed statement of the terms of any time within fifteen (15) business days afer service such sublease and copies of said notice, Landlord shall notify Tenant that: (i) it consents financial reports and other relevant financial information as to the sublease; proposed subtenant or (ii) it refuses to consent to assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible for the sublease; or (iii) with respect to a proposed sublease payment of the entire Rented Spacerent herein specified and for compliance with all of its other obligations under the terms, that it terminates provisions and covenants of this Lease effective Sublease Agreement. Upon the occurrence of an "event of default" (as of hereinafter defined), if the beginning of the proposed 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 termand apply such rent against any sums due to Lessor from Tenant hereunder, which Landlord and no such collection shall be fully empowered construed to do, at Landlordconstitute a novation or a release of Tenant from the further performance of Tenant'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 Spaceobligations hereunder.

SUBLETTING. The identity and financial position of the Tenant may not is a material consideration of Landlord entering into this Lease. Tenant shall not, directly or indirectly, assign or sublet the Leased Premises under this Lease or any part thereof thereof, nor permit all or any part of the Premises to be used or occupied by another, without first obtaining the prior written consent of Landlord, which consent shall be at the sole discretion of Landlord. Any mortgage, pledge or assignment of this Lease, or if Tenant is a corporation, any transfer of this Lease from Tenant, or through any change in the ownership of or power to vote the majority of the outstanding voting stock of Tenant, shall constitute an assignment for the purposes of this Section. Any assignment or subletting made without such Landlord's consent, shall be voidable by Landlord. Any consent by Landlord, unless specifically stated therein, shall not relieve Tenant from its obligations under this Lease. To be unreasonably withheldeffective, any assignment or sublease must be in writing and signed by the Landlord, Tenant and assignee/subtenant, and shall set forth the entire consideration being given and received. The acceptance of Rent from any other person shall neither be deemed to be a waiver of any of the provisions of this Lease nor be deemed to be a consent to the assignment of this Lease or subletting of the Premises. If Landlord shall consent to any assignment or subletting, the assignee/subtenant shall assume all obligations of Tenant hereunder and neither Tenant nor any assignee/subtenant shall be relieved of any liability hereunder if there should be an Event of Default by assignee/subtenant in the performance of any of the terms, covenants and conditions hereof. In the event Tenant shall request the consent of Landlord to any eventassignment or subletting of this Lease, Tenant shall not advertise or publicize the Leased Premises for subletting whether through a brokerpay, agentas Additional Rent, representative or otherwise at a rental rate less than that for which space in the Europa Center is being offered for rent all of Landlord's reasonable attorneys' fees, administrative costs, and processing costs incurred 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 connection therewith irregardless of its intent to sublet all whether or a portion of the Leased Premises, such notice to include a copy of the proposed sublease. At any time within fifteen (15) business days afer service of said notice, not Landlord shall notify Tenant that: (i) it consents to the sublease; any such assignment or (ii) it refuses to consent to the sublease; or (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 Spacesubletting.

SUBLETTING. ASSIGNMENTS . Tenant may shall not transfer, assign or encumber this Agreement, or sublet the Leased Premises or any part thereof thereof, without in each case obtaining the prior written consent of the Landlord, which shall not be unreasonably withheld. In any event, Tenant shall not advertise or publicize the Leased Premises for event Landlord consents to 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 any and all rents or other consideration for any reason received by Tenant in excess of the following rents required under this Agreement shall apply: (1) Prior be construed as part of the Base Rent payable to entering into Landlord. Any attempt by Tenant to assign, transfer, encumber or sublet this Premises without Landlord’s written consent shall be void and shall give Landlord the right and option to terminate this Agreement by written notice to Tenant. The consent by Landlord to any subleaseassignment, transfer, subletting to any party other than Landlord shall not be construed as a waiver or release of Tenant from the terms of any covenant or obligation under this Lease nor shall notify 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 its intent Landlord to sublet any further assignment or subletting. In the event that Tenant defaults hereunder Tenant hereby assigns to Landlord any and all or a portion rent due from any subtenant of Tenant and hereby authorizes each such subtenant to pay said rent directly to Landlord. Without limiting the generality of the Leased Premisesforegoing, such notice if Landlord consents to include a copy of the proposed sublease. At any time within fifteen (15) business days afer service of said noticean assignment or sublease pursuant to this Section 11, Landlord shall notify Tenant that: may condition its consent upon the entry by such transferee into an agreement (i) it consents in form and substances satisfactory to the sublease; or (ii) it refuses to consent to the sublease; or (iiiLandlord) with respect Landlord, by which such transferee assumes all of Tenant’s obligations hereunder. Any assignment of this Lease 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 wholly owned subsidiary shall be fully empowered to do, permitted provided at Landlord's option, if Tenant seeks to sublet all times 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 subsidiary remains wholly owned 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 SpaceTenant.