Common use of Permitted Subletting Clause in Contracts

Permitted Subletting. Unless an Event of Default has occurred and is continuing, Landlord shall not unreasonably withhold or delay Landlord's consent to sublettings by Tenant of a part or parts of the Leased Premises, but Landlord shall not be obligated to consent to a subletting for a use prohibited by Section 6(a). Each such subletting shall be for undivided occupancy by the subtenant of that part of the Floor affected thereby for the use permitted under this Lease. Landlord may, however, withhold such consent if, in Landlord's reasonable judgment, the proposed subtenant is not engaged in a business consistent with the character and dignity of the Building, or will impose any additional material burden upon Landlord in the operation of the Building (to an extent greater than the burden to which Landlord would have been put if Tenant continued to use, or used, such part of the Leased Premises for its own purposes). In the event of any dispute between Landlord and Tenant as to the reasonableness of Landlord's refusal to consent to any subletting such dispute shall be submitted to mediation pursuant to Section 28. Except as otherwise set forth in subsection (a), if any portion of the Leased Premises is sublet at any time, and if the rent received by Tenant on account of such subletting exceeds the Basic Rent, allocated to the space subject to the sublease in the proportion of the area of such space to the Rentable Area of the Leased Premises, plus actual out-of-pocket expenses incurred by Tenant in connection with Tenant's subleasing of such space, including advertising, attorneys' fees, brokerage commissions and the unamortized cost of preparing such space for occupancy by the subtenant, then, except as otherwise provided in the next sentence, Tenant shall pay to Landlord fifty percent (50%) of such excess, monthly as received by Tenant from the subtenant. Except as otherwise set forth in subsection (a), Landlord shall not share in any profit derived by Tenant from the permitted subletting of all or any part of the space located on the Floor designated by Tenant as its "Sublet Floor" in a notice given to Landlord before Tenant enters into its first permitted sublease pursuant to this subsection. Notwithstanding anything to the contrary in this Section 15(d), Tenant shall have the right to sublet space in the Leased Premises to Tenant's affiliates (hereinafter defined), subcontractors or consultants without notice to or the consent of Landlord, and, except as set forth in Section 15(a), without paying any portion of the profits of such subletting to Landlord. As used herein, a "Tenant's affiliate" shall mean a corporation or other entity which controls, is controlled by or is under common control with Tenant, or which is a joint venture partner of Tenant.

Permitted Subletting. Unless an Event of Default has occurred and is continuing, Landlord shall not unreasonably withhold or delay Landlord's consent to sublettings by Tenant of a part or parts of the Leased Premises, but Landlord shall not be obligated to consent to a subletting for a use prohibited by Section 6(a). Each such subletting shall be for undivided occupancy by the subtenant of that part of the Floor affected thereby for the use permitted under this Lease. Landlord may, however, withhold such consent if, in Landlord's reasonable judgment, the proposed subtenant is not engaged in a business consistent with the character and dignity of the Building, or will impose any additional material burden upon Landlord in the operation of the Building (to an extent greater than the burden to which Landlord would have been put if Tenant continued to use, or used, such part of the Leased Premises for its own purposes). In the event of any dispute between Landlord and Tenant as to the reasonableness of Landlord's refusal to consent to any subletting such dispute shall be submitted to mediation pursuant to Section 28. Except as otherwise set forth in subsection (a), if any portion of the Leased Premises is sublet at any time, and if the rent received by Tenant on account of such subletting exceeds the Basic Rent, allocated to the space subject to the sublease in the proportion of the area of such space to the Rentable Area of the Leased Premises, plus actual out-of-pocket expenses incurred by Tenant in connection with Tenant's subleasing of such space, including advertising, attorneys' fees, brokerage commissions and the unamortized cost of preparing such space for occupancy by the subtenant, then, except as otherwise provided in the next sentence, Tenant shall pay to Landlord fifty percent (50%) of such excess, monthly as received by Tenant from the subtenant. Except as otherwise set forth in subsection (a), Landlord shall not share in any profit derived by Tenant from the permitted subletting of all or any part of the space located on the Floor designated by Tenant as its "Sublet Floor" in a notice given to Landlord before Tenant enters into its first permitted sublease pursuant to this subsection. Notwithstanding anything to the contrary in this Section 15(d)Article IX, Tenant the following shall have the right to sublet space in the Leased Premises to Tenant's affiliates (hereinafter defined), subcontractors or consultants without notice to or not require the consent of Landlord: (i) subleases of space in the Demised Premises to (A) any Affiliate of Tenant so long as such subleases are not designed to circumvent the provisions of this Article IX or Landlord’s consent or approval rights hereunder (collectively, “Affiliate Subleases”), or (B) any other Person (collectively, “Third Party Subleases”), provided that the premises demised under any such Third Party Subleases do not in the aggregate comprise more than twenty-five percent (25%) of the Gross Leasable Square Footage of the Properties subject to this Lease as of the Commencement Date (i.e., such twenty-five percent (25%) limit is not calculated on a Property-by-Property basis) (collectively, “No-Consent Subleases”; such 25% limit under this Section 9.2(a)(ii), as the same may be adjusted pursuant to the provisions of Section 1.9, the “No-Consent Sublease Basket”; and Affiliate Subleases and No-Consent Subleases, collectively, “Permitted Subleases”). (b) With respect to any sublease: (i) if Landlord’s consent is required or otherwise being requested, not less than fifteen (15) Business Days prior to entering into such proposed sublease, Tenant shall provide Landlord advance written Notice of such proposed sublease, which Notice shall include a description of the portion(s) of the Demised Premises that will be demised by such sublease, the proposed subtenant, and a copy of such proposed sublease; (ii) if such sublease is a Permitted Sublease and Landlord’s consent is not required or otherwise being requested, not less than five (5) Business Days prior to entering into such proposed sublease, Tenant shall provide Landlord advance written Notice of such proposed sublease, which Notice shall specify whether such proposed sublease is an Affiliate Sublease and include a description of the portion(s) of the Demised Premises that will be demised by such sublease, the proposed subtenant, and, except as upon Landlord’s request, a copy of such proposed sublease; (iii) any such sublease shall not extend beyond the then current Term minus one (1) day and shall further comply with the applicable terms and conditions set forth in Section 15(a9.4; and (iv) if such sublease is not an Affiliate Sublease and Tenant has not specified in its Notice to Landlord that Tenant is electing to treat such sublease as a No-Consent Sublease (in which case Tenant shall be deemed to have elected to be seeking Landlord’s consent thereto), and Landlord reasonably withholds its consent thereto, then (A) for any such subleases demising up to an aggregate of one hundred thousand (100,000) Gross Leasable Square Feet (“Permitted Second Chance Subleases”), Tenant may elect in its discretion to immediately treat such Permitted Second Chance Subleases as No-Consent Subleases and (B) for any such subleases that are not Permitted Second Chance Subleases (i.e., after the one hundred thousand (100,000) Gross Leasable Square Foot limitation has been met) Tenant may not (without paying prejudicing Tenant’s right to re-submit such sublease for approval if the reason for Landlord’s denial of consent has, in Landlord’s reasonable judgment, been rectified) treat any portion such proposed sublease (or any other sublease for the applicable Demised Premises, with the same proposed subtenant or any of its Affiliates) as a No-Consent Sublease for a period of ninety (90) days from and after Tenant’s delivery of its initial Notice to Landlord (the “Second Chance Sublease Waiting Period”). Within forty-five (45) days following the end of each fiscal quarter during the Term, Tenant shall, whether or not Landlord’s consent is required, provide Landlord (1) Notice (excluding, for this purpose, Notice to Landlord’s legal counsel) of all then-existing Permitted Subleases and the portions of the profits Demised Premises relating thereto (collectively, the “Permitted Sublease Reports”) and (2) a copy of each executed sublease during such subletting fiscal quarter. (c) Tenant hereby represents and warrants to Landlord. As used hereinLandlord that (i) effective as of the Commencement Date, Tenant has entered into an Affiliate Sublease for the subleasing of the entirety of the Demised Premises to Penney OpCo LLC, a "Tenant's affiliate" shall mean Virginia limited liability company (the “Master Subtenant” and such Affiliate Sublease, the “Master Affiliate Sublease”), and (ii) Tenant has delivered to Landlord a corporation or other entity which controlstrue and correct copy of the executed Master Affiliate Sublease as of the Commencement Date. Without limiting anything in Section 9.4, is controlled by or is under common control Tenant acknowledges, covenants and agrees that, with Tenantrespect to the Master Affiliate Sublease, or which is a joint venture partner of Tenant.if applicable, any other Affiliate Sublease (collectively, together with any amendment, modification, supplement,

Permitted Subletting. Unless an Event of Default has occurred and is continuing, Landlord Tenant shall not unreasonably withhold have any right to lease, sublease, license or delay Landlord's consent otherwise permit the use or occupancy of any space on or within any Property, except for: (a) the Lands’ End Agreements; (b) the Sears Hometown License Agreement; and (c) leases, licenses, concessions or in-store department agreements with third-party retailers, concessionaires, tenants or licensees that (i) operate wholly within or as part of Tenant’s Store with respect to sublettings by Tenant any Demised Premises (except for storage or parking of a part vehicles in connection with vehicle rentals), do not operate separate or parts apart from the operations of the Leased Premisesapplicable Kmart Stores and/or Sears Stores, but Landlord shall do not be obligated to consent to a subletting for a violate or conflict with any Encumbrance or any use prohibited by Section 6(a). Each such subletting shall be for undivided occupancy by restrictions and/or exclusives which affect the subtenant of that part Demised Premises as of the Floor affected thereby for time of the use permitted under this Lease. Landlord may, however, withhold such consent if, in Landlord's reasonable judgment, Commencement Date and which are generally consistent with historical practices at the proposed subtenant is not engaged in a business Stores or otherwise consistent with the character permitted uses of Section 7.2 (the leases, licenses, concessions and dignity of the Building, or will impose any additional material burden upon Landlord other agreements in the operation of the Building (to an extent greater than the burden to which Landlord would have been put if Tenant continued to use, or used, such part of the Leased Premises for its own purposes). In the event of any dispute between Landlord and Tenant as to the reasonableness of Landlord's refusal to consent to any subletting such dispute shall be submitted to mediation pursuant to Section 28. Except as otherwise set forth in subsection clauses (a), if any portion (b) and (c), individually, a “Sublease,” and collectively, the “Subleases”); provided that in the case of the Leased Premises is sublet at Subleases described in part (c) of this sentence, (i) (x) Tenant shall use commercially reasonable efforts to give Notice to Landlord of each new Sublease executed after the Commencement Date within thirty (30) days of the execution thereof and prior to the commencement of occupancy by the sublessee; provided, however, Tenant shall not be in breach or default of the foregoing obligation to provide Notices of Subleases if it provides a list of Subleases entered into since the last Notice to Landlord within fifteen (15) days of Landlord’s written request therefor given not more frequently than once in any timecalendar quarter during the Term, and if (y) Tenant shall give Notice to Landlord of each new Sublease to the rent received by Tenant on account extent not previously provided, as part of the quarterly reports provided in Section 21.24(a) to the extent of the actual knowledge of such subletting exceeds Subleases by the Basic Rentperson preparing and signing such quarterly report, allocated to the space and (ii) such Sublease shall be expressly subject to the sublease in the proportion rights of any other Leases existing as of the area Commencement Date which were entered into prior to the execution of such space Sublease and to other Encumbrances affecting the Property as of the date such Sublease is entered into. For the purposes of this Section 9.2 only, “Encumbrance” shall include any Landlord Mortgage solely with respect to the Rentable Area of the Leased Premises, plus actual out-of-pocket expenses incurred by Tenant in connection with Tenant's subleasing of such space, including advertising, attorneys' fees, brokerage commissions and the unamortized cost of preparing such space for occupancy by the subtenant, then, except as otherwise provided in the next sentence, Tenant shall pay to Landlord fifty percent (50%) of such excess, monthly as received by Tenant from the subtenant. Except as otherwise set forth in subsection (a), Landlord shall not share in any profit derived by Tenant from the permitted subletting of all or any part of the space located on the Floor designated by Tenant as its "Sublet Floor" in a notice given to Landlord before Tenant enters into its first permitted sublease pursuant to this subsection. Notwithstanding anything to the contrary in this Section 15(d), Tenant shall have the right to sublet space in the Leased Premises to Tenant's affiliates (hereinafter defined), subcontractors or consultants without notice to or the consent of Landlord, and, except as set forth in Section 15(a), without paying any portion of the profits of such subletting to Landlord. As used herein, a "Tenant's affiliate" shall mean a corporation or other entity which controls, is controlled by or is under common control with Tenant, or which is a joint venture partner of Tenantlien thereof.

Permitted Subletting. Unless an Event of Default has occurred and is continuing(a) Notwithstanding anything to the contrary in this Article IX, Landlord the following shall not unreasonably withhold require the consent of Landlord: (i) licenses, concessions or delay Landlord's consent store-within-a-store arrangements with or to sublettings by Tenant of a third-party retailers, concessionaires or licensees that operate wholly within or as part or parts of the Leased Premisesapplicable Store with respect to any Demised Premises and not separately or apart from Tenant’s operations at such Store, but provided that such licenses, concessions or store-within-a-store arrangements do not violate or conflict with any applicable Property Requirements and are in all cases in compliance with the Permitted Use (collectively, “Permitted Licenses”); and/or (ii) subleases of space in the Demised Premises to (A) any Affiliate of Tenant so long as such subleases are not designed to circumvent the provisions of this Article IX or Landlord’s consent or approval rights hereunder (collectively, “Affiliate Subleases”), or (B) any other Person (collectively, “Third Party Subleases”), provided that the premises demised under any such Third Party Subleases do not in the aggregate comprise more than fifteen percent (15%) of the Gross Leasable Square Footage of the Properties subject to this Lease as of the Commencement Date (i.e., such fifteen percent (15%) limit is not calculated on a Property-by-Property basis) (collectively, “No-Consent Subleases”; such 15% limit under this Section 9.2(a)(ii), as the same may be adjusted pursuant to the provisions of Section 1.9, the “No-Consent Sublease Basket”; and Affiliate Subleases and No-Consent Subleases, collectively, “Permitted Subleases”). Landlord hereby consents to the TBA Leases and acknowledges and agrees that the TBA Leases shall not constitute No-Consent Subleases and shall not be obligated to consent to a subletting for a use prohibited by Section 6(a). Each such subletting shall be for undivided occupancy by counted toward the subtenant of that part of the Floor affected thereby for the use permitted under this Lease. Landlord may, however, withhold such consent if, in Landlord's reasonable judgment, the proposed subtenant is not engaged in a business consistent with the character and dignity of the Building, or will impose any additional material burden upon Landlord in the operation of the Building No-Consent Sublease Basket. (to an extent greater than the burden to which Landlord would have been put if Tenant continued to use, or used, such part of the Leased Premises for its own purposes). In the event of any dispute between Landlord and Tenant as to the reasonableness of Landlord's refusal to consent to any subletting such dispute shall be submitted to mediation pursuant to Section 28. Except as otherwise set forth in subsection (a), if any portion of the Leased Premises is sublet at any time, and if the rent received by Tenant on account of such subletting exceeds the Basic Rent, allocated to the space subject to the sublease in the proportion of the area of such space to the Rentable Area of the Leased Premises, plus actual out-of-pocket expenses incurred by Tenant in connection with Tenant's subleasing of such space, including advertising, attorneys' fees, brokerage commissions and the unamortized cost of preparing such space for occupancy by the subtenant, then, except as otherwise provided in the next sentence, Tenant shall pay to Landlord fifty percent (50%b) of such excess, monthly as received by Tenant from the subtenant. Except as otherwise set forth in subsection (a), Landlord shall not share in any profit derived by Tenant from the permitted subletting of all or any part of the space located on the Floor designated by Tenant as its "Sublet Floor" in a notice given to Landlord before Tenant enters into its first permitted sublease pursuant to this subsection. Notwithstanding anything to the contrary in this Section 15(d)9.2, provided that Tenant enters into such sublease prior to the date on which Landlord delivers to Tenant a Lease Severance Notice with respect to such Property and such sublease otherwise complies with the provisions of Section 9.4, the No-Consent Sublease Basket shall have not apply to any sublease of any Baybrook/Coral Ridge Property and any such sublease shall not count toward or reduce the right to sublet space in the Leased Premises to Tenant's affiliates (hereinafter defined), subcontractors or consultants without notice to or the consent of Landlord, and, except as set forth in Section 15(a), without paying any portion of the profits of such subletting to Landlord. As used herein, a "Tenant's affiliate" shall mean a corporation or other entity which controls, is controlled by or is under common control with Tenant, or which is a joint venture partner of Tenant.No-Consent

Permitted Subletting. Unless (a) Notwithstanding the foregoing provisions of this Article, Tenant may sublet all of the Demised Premises, but not less than all, to one subtenant, for occupancy and use as permitted by Article 10, provided however, that Tenant shall first obtain the consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed beyond fifteen (15) days following Landlord’s receipt of Tenant’s request therefor. In addition, Tenant may sublet a portion of the demised premises to not more than three subtenants, for occupancy and use as permitted by Article 10; provided however, that Tenant shall first obtain the consent of Owner, which consent shall not be unreasonably withheld, conditioned or delayed beyond fifteen (15) days following Landlord’s receipt of Tenant’s request therefor. The consent by Landlord to such subletting shall not in any way be considered to relieve Tenant from obtaining the express consent of Landlord to any further subletting. (b) If Tenant shall have a bona fide intention to sublet all or a portion of the Demised Premises, as stated above, it shall first notify Landlord of such fact and of the terms of Tenant’s proposed subrental and other terms of subletting, and: (i) If Tenant intends to sublet the entire Demised Premises, then, and in such event, Landlord shall have the option, exercisable by notice within 30 days after the date of Tenant’s notice, to elect to cancel this lease, effective as of 6 months from the last day of the month in which Landlord shall have given such notice. Upon any such cancellation of this lease by Landlord, Tenant shall have no further obligations to Landlord with respect to this lease except for obligations accrued up to the date of cancellation. If Tenant intends to sublet less than all of the Demised Premises as permitted under Section (a) above, Landlord shall have the option, exercisable by notice within 30 days after the date of Tenant’s notice, to elect to delete from the Demised Premises the space which Tenant proposes to sublet. If space is deleted from the Demised Premises, then effective as of the date of such deletion of space, the fixed rent hereunder shall xxxxx proportionately according to the ratio that the number of square feet of Rentable Area in the deleted space bears to the number of square feet of Rentable Area in the entire Demised Premises and all other provisions of this lease shall be appropriately amended (and the parties shall execute and deliver an Event amendment to this lease) so as to reflect such diminished square footage of Default has occurred and is continuingRentable Area of the demised premises. Upon any such deletion of space by Landlord, Tenant shall have no further obligation to Landlord with respect to the deleted space, except for obligations accrued up to the date of space deletion. Any costs incurred by Landlord in separating the deleted space from the remainder of the Demised Premises, including but not limited to, the erection of demising walls, the installation and/or separation of meters, restrooms, doorways, etc. shall be borne by Tenant. Notwithstanding anything herein to the contrary, Landlord shall not unreasonably withhold or delay Landlord's consent have the right to sublettings by recapture the space which Tenant proposes to sublet in the case of a part or parts of the Leased Premises, but Landlord shall not be obligated to consent to a subletting sublease for a use prohibited by Section 6(a). Each such subletting shall be for undivided occupancy by the subtenant of that part of the Floor affected thereby for the use permitted under this Lease. Landlord may, however, withhold such consent if, in Landlord's reasonable judgment, the proposed subtenant is not engaged in a business consistent with the character and dignity of the Building, or will impose any additional material burden upon Landlord in the operation of the Building (to an extent greater than the burden to which Landlord would have been put if Tenant continued to use, or used, such part of the Leased Premises for its own purposes). In the event of any dispute between Landlord and Tenant as to the reasonableness of Landlord's refusal to consent to any subletting such dispute shall be submitted to mediation pursuant to Section 28. Except as otherwise set forth in subsection (a), if any portion of the Leased Premises is sublet at any time, and if the rent received by Tenant on account of such subletting exceeds the Basic Rent, allocated to the space subject to the sublease in the proportion of the area of such space to the Rentable Area of the Leased Premises, plus actual out-of-pocket expenses incurred by Tenant in connection with Tenant's subleasing of such space, including advertising, attorneys' fees, brokerage commissions and the unamortized cost of preparing such space for occupancy by the subtenant, then, except as otherwise provided in the next sentence, Tenant shall pay to Landlord fifty percent (50%) of such excessthe demised premises or less, monthly as received by Tenant from for a sublease term which expires prior to the subtenant. Except as otherwise set forth in subsection last two years of the term of this lease. (a), ii) If Landlord shall not share in any profit derived by Tenant have elected to cancel as described above, and if within a period of 6 months from the permitted subletting date of all or Tenant’s notice, Tenant has not requested Landlord’s consent to a specific subletting, then the provisions of this Article requiring Tenant to give notice to Landlord of intended subletting, and any part of Landlord’s rights to elect, shall again prevail. (iii) If Landlord shall not exercise the option to cancel this lease, Tenant may actively seek to obtain an appropriate subtenant, and Tenant shall submit (x) the name and address of such proposed subtenant, (y) reasonably satisfactory information as to the nature and character of the space located on business of the Floor designated by Tenant proposed subtenant, and as its "Sublet Floor" in a notice given to Landlord before Tenant enters into its first permitted sublease pursuant to this subsection. Notwithstanding anything to the contrary in this Section 15(d), Tenant shall have the right to sublet space in the Leased Premises to Tenant's affiliates (hereinafter defined), subcontractors or consultants without notice to or the consent proposed nature of Landlord, and, except as set forth in Section 15(a), without paying any portion its proposed use of the profits space, and (z) banking, financial and other information relating to the proposed subtenant reasonably sufficient to enable Landlord to determine the financial responsibility and character of the proposed subtenant. (iv) In determining whether or not to consent to a proposed subletting, Landlord may take into consideration all relevant factors surrounding the proposed sublease, including the following: a. The business reputation of the proposed subtenant. b. The nature of the business and the proposed use of the Demised Premises by the proposed subtenant. c. The financial condition of the proposed subtenant, if such subletting to Landlord. As used herein, a "Tenant's affiliate" financial condition indicates that the proposed subtenant is not financially viable. d. Restrictions contained in leases of other tenants of the Building (but said restrictions shall mean a corporation or other entity which controls, is controlled by or is under common control with Tenant, or which is a joint venture partner not prohibit the use of Tenantthe Demised Premises specified in Article 9).

Permitted Subletting. Unless an Event of Default has occurred and is continuing, Landlord Tenant shall not unreasonably withhold have any right to lease, sublease, license or delay Landlord's consent otherwise permit the use or occupancy of any space on or within any Property (including for avoidance of doubt, the Tenant 100% Occupancy Properties), except for: (a) the Lands’ End Agreements; and (b) leases, licenses, concessions or in‑store department agreements with third‑party retailers, concessionaires, tenants or licensees that (i) operate wholly within or as part of Tenant’s Store with respect to sublettings by Tenant any Demised Premises (except for storage or parking of a part vehicles in connection with vehicle rentals), do not operate separate or parts apart from the operations of the Leased Premisesapplicable Kmart Stores and/or Sears Stores, but do not violate or conflict with any Encumbrance or any use restrictions and/or exclusives which affect the Demised Premises as of the time of the Commencement Date and which are generally consistent with historical practices at the Stores or otherwise consistent with the permitted uses of Section 7.2 (the leases, licenses, concessions and other agreements in clauses (a) and (b), individually, a “Sublease,” and collectively, the “Subleases”); provided that in the case of the Subleases described in part (c) of this sentence, (i) (x) Tenant shall use commercially reasonable efforts to give Notice to Landlord of each new Sublease executed after the Commencement Date within thirty (30) days of the execution thereof and prior to the commencement of occupancy by the sublessee; provided, however, Tenant shall not be obligated in breach or default of the foregoing obligation to consent provide Notices of Subleases if it provides a list of Subleases entered into since the last Notice to a subletting for a use prohibited by Section 6(a). Each such subletting Landlord within fifteen (15) days of Landlord’s written request therefor given not more frequently than once in any calendar quarter during the Term, and (y) Tenant shall be for undivided occupancy by give Notice to Landlord of each new Sublease to the subtenant of that extent not previously provided, as part of the Floor affected thereby for quarterly reports provided in Section 21.24 to the use permitted under this Lease. Landlord may, however, withhold such consent if, in Landlord's reasonable judgment, the proposed subtenant is not engaged in a business consistent with the character and dignity extent of the Buildingactual knowledge of such Subleases by the person preparing and signing such quarterly report, or will impose any additional material burden upon Landlord in the operation of the Building and (to an extent greater than the burden to which Landlord would have been put if Tenant continued to use, or used, ii) such part of the Leased Premises for its own purposes). In the event of any dispute between Landlord and Tenant as to the reasonableness of Landlord's refusal to consent to any subletting such dispute Sublease shall be submitted to mediation pursuant to Section 28. Except as otherwise set forth in subsection (a), if any portion of the Leased Premises is sublet at any time, and if the rent received by Tenant on account of such subletting exceeds the Basic Rent, allocated to the space expressly subject to the sublease in the proportion rights of any other Leases existing as of the area Commencement Date which were entered into prior to the execution of such space Sublease and to other Encumbrances affecting the Property as of the date such Sublease is entered into. For the purposes of this Section 9.2 only, “Encumbrance” shall include any Landlord Mortgage solely with respect to the Rentable Area of the Leased Premises, plus actual out-of-pocket expenses incurred by Tenant in connection with Tenant's subleasing of such space, including advertising, attorneys' fees, brokerage commissions and the unamortized cost of preparing such space for occupancy by the subtenant, then, except as otherwise provided in the next sentence, Tenant shall pay to Landlord fifty percent (50%) of such excess, monthly as received by Tenant from the subtenant. Except as otherwise set forth in subsection (a), Landlord shall not share in any profit derived by Tenant from the permitted subletting of all or any part of the space located on the Floor designated by Tenant as its "Sublet Floor" in a notice given to Landlord before Tenant enters into its first permitted sublease pursuant to this subsection. Notwithstanding anything to the contrary in this Section 15(d), Tenant shall have the right to sublet space in the Leased Premises to Tenant's affiliates (hereinafter defined), subcontractors or consultants without notice to or the consent of Landlord, and, except as set forth in Section 15(a), without paying any portion of the profits of such subletting to Landlord. As used herein, a "Tenant's affiliate" shall mean a corporation or other entity which controls, is controlled by or is under common control with Tenant, or which is a joint venture partner of Tenantlien thereof.

Permitted Subletting. Unless an Event The terms of Default has occurred Paragraph 6.1 above notwithstanding, and provided that Tenant is continuingnot then in default under this Lease, if at any time or from time to time during the Lease Term, Tenant desires to sublease all (but not less than all) of the Premises, Tenant shall notify Landlord in writing of the terms of the proposed subleasing, the identity of the proposed sublessee, a copy of the proposed sublease, and such other information as Landlord may reasonably specify to evaluate Tenant's request. Within thirty (30) days subsequent to Landlord's receipt of the proposed sublease and such requested additional information, Landlord shall not unreasonably withhold approve or delay disapprove in writing the proposed sublease and the proposed sublessee. Landlord's consent approval of the proposed sublease and/or subleesee shall not be unreasonably withheld, conditioned or delayed. If, with the written approval of Landlord, the Premises are subleased, Landlord may, after default by Tenant, collect Rent from the subtenant, and apply the net amount collected to sublettings the Base Rent and additional rental herein reserved, but no such subleasing or collection shall be deemed: (i) a waiver of any of Tenant's covenants contained in this Lease; (ii) the acceptance by Landlord of the subtenant as Tenant; or (iii) the release of Tenant from further performance by Tenant of a part or parts of the Leased Premises, but Landlord shall not be obligated to consent to a subletting for a use prohibited by Section 6(a). Each such subletting shall be for undivided occupancy by the subtenant of that part of the Floor affected thereby for the use permitted its covenants under this Lease. Landlord may, however, withhold such consent if, in Landlord's reasonable judgmentapproval of or consent to a sublease transaction shall not operate to release Tenant from its liability hereunder, the and shall not affect Landlord's rights under this Paragraph 6.3 as to any subsequent proposed subtenant is not engaged in a business consistent with the character sublease. Tenant covenants and dignity agrees to deliver to Landlord one (1) fully executed counterpart of the Building, or will impose instruments and documents (including amendments thereto) evidencing any additional material burden upon Landlord in the operation of the Building (to an extent greater than the burden to which Landlord would have been put if Tenant continued to use, or used, such part of the Leased Premises for its own purposes). In the event of any dispute between Landlord and Tenant as to the reasonableness of Landlord's refusal to consent to any subletting such dispute shall be submitted to mediation pursuant to Section 28. Except as otherwise set forth in subsection (a), if any portion of the Leased Premises is sublet at any time, and if the rent received by Tenant on account of such subletting exceeds the Basic Rent, allocated to the space subject to the sublease in the proportion of the area of such space to the Rentable Area of the Leased Premises, plus actual out-of-pocket expenses incurred by Tenant in connection with Tenant's approved subleasing of such space, including advertising, attorneys' fees, brokerage commissions and the unamortized cost of preparing such space for occupancy by the subtenant, then, except as otherwise provided in the next sentence, Tenant shall pay to Landlord fifty percent (50%) of such excess, monthly as received by Tenant from the subtenant. Except as otherwise set forth in subsection (a), Landlord shall not share in any profit derived by Tenant from the permitted subletting of all or any part of the space located on the Floor designated by Tenant as its "Sublet Floor" in a notice given to Landlord before Tenant enters into its first permitted sublease effected pursuant to this subsectionLease. Notwithstanding anything to Such delivery shall be made promptly following the contrary in this Section 15(d), Tenant shall have the right to sublet space in the Leased Premises to Tenant's affiliates (hereinafter defined), subcontractors execution of any such instrument or consultants without notice to or the consent of Landlord, and, except as set forth in Section 15(a), without paying any portion of the profits of such subletting to Landlord. As used herein, a "Tenant's affiliate" shall mean a corporation or other entity which controls, is controlled by or is under common control with Tenant, or which is a joint venture partner of Tenantdocument.

Permitted Subletting. Unless an Event Notwithstanding any of Default has occurred the provisions in this Lease to the contrary, during the first seven (7) years following the Term Commencement Date, provided that it is not in default under the terms of this Lease, the original Lessee shall have the right, without the Lessor's consent and is continuingwithout payment of any Transfer Consideration, Landlord to sublease portions of the Premises to one or more subtenants provided that (i) the total aggregate space subleased to all subtenants at any one time shall not unreasonably withhold exceed one-half of the Premises and (ii) the Lessee shall remain primarily liable for the performance of all of the terms and conditions of this Lease. If during the first seven (7) years following the Term Commencement Date, the original Lessee enters into any sublease or delay Landlordcombination of subleases with Lessor's consent to sublettings by Tenant of a part or parts which aggregate more than 50% of the Leased Premises, but Landlord shall not be obligated to consent to a subletting for a use prohibited by Section 6(a). Each such subletting shall be for undivided occupancy by the subtenant of that part no more than 60% of the Floor affected thereby for Premises, commencing on the use permitted date of the sublease which causes the subleased portion of the Premises to exceed 50%, Lessee shall pay Lessor 25% of the Transfer Consideration with respect to the entire area subleased under this Leaseall subleases. Landlord may, however, withhold such consent if, in Landlord's reasonable judgmentIf during the first seven (7) years following the Term Commencement Date, the proposed subtenant is not engaged in a business consistent original Lessee enters into any sublease or combination of subleases with the character and dignity Lessor's consent which aggregate more than 60% of the BuildingPremises, or will impose any additional material burden upon Landlord in commencing on the operation date of the Building (to an extent greater than sublease which causes the burden to which Landlord would have been put if Tenant continued to use, or used, such part subleased portion of the Leased Premises for its own purposes). In to exceed 60%, Lessee shall pay Lessor 50% of the event of any dispute between Landlord and Tenant as Transfer Consideration with respect to the reasonableness entire area subleased under all subleases. Commencing on the seventh anniversary of Landlord's refusal to consent the Term Commencement Date, Lessee shall pay Lessor 50% of the Transfer Consideration paid or received after such anniversary date with respect to any subletting such dispute shall be submitted to mediation pursuant to Section 28subleases entered into during the first seven (7) years following the Term Commencement Date whose terms extend beyond the seventh anniversary of the Term Commencement Date. Except as otherwise set forth in subsection (a), if Any sublease of any portion of the Leased Premises is sublet at any time, and if entered into after the rent received by Tenant on account seventh anniversary of such subletting exceeds the Basic Rent, allocated to the space Term Commencement Date shall be subject to the sublease in requirement that the proportion prior written consent of the area of such space to the Rentable Area Lessor be obtained as provided herein, and Lessee shall pay Lessor 50% of the Leased Premises, plus actual out-of-pocket expenses incurred by Tenant in connection Transfer Consideration with Tenant's subleasing of respect to such space, including advertising, attorneys' fees, brokerage commissions sublease and the unamortized cost of preparing such space for occupancy by the subtenant, then, except as otherwise provided in the next sentence, Tenant shall pay to Landlord fifty percent (50%) of such excess, monthly as received by Tenant from the subtenant. Except as otherwise set forth in subsection (a), Landlord shall not share in any profit derived by Tenant from the permitted subletting of entire area subleased under all or any part of the space located on the Floor designated by Tenant as its "Sublet Floor" in a notice given to Landlord before Tenant enters into its first permitted sublease pursuant to this subsection. Notwithstanding anything to the contrary in this Section 15(d), Tenant shall have the right to sublet space in the Leased Premises to Tenant's affiliates (hereinafter defined), subcontractors or consultants without notice to or the consent of Landlord, and, except as set forth in Section 15(a), without paying any portion of the profits of such subletting to Landlord. As used herein, a "Tenant's affiliate" shall mean a corporation or other entity which controls, is controlled by or is under common control with Tenant, or which is a joint venture partner of Tenantsubleases.