Common use of Subleases Clause in Contracts

Subleases. Without limitation of the prohibitions set forth in Section 10.1 hereof, each sublease of any portion of a Facility shall be subject and subordinate to the provisions of this Lease and shall provide that Landlord, at its option and without any obligation to do so, may require any sublessee to, at the request and option of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor under such sublease from the time of the exercise of such option to the termination of such sublease, and in such case, Landlord shall not be (a) liable for any act, omission or default of Tenant under such sublease occurring prior to the attornment, (b) liable for, or subject to, any offset, abatement or reduction of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior to the attornment, (c) bound by any previous modification or amendment to any such sublease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by Landlord or, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the subleased Facility, including any earlier termination by mutual consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as if no sublease had been made. No sublease shall impose any additional obligations on Landlord under this Lease. Anything contained in this Lease to the contrary notwithstanding, Tenant shall not sublet any Facility on any basis that the rental to be paid by the subtenant thereunder would be based, in whole or in part, on either (i) the income or profits derived by the business activities of the subtenant, or (ii) any other formula such that any portion of the sublease rental, if received by Landlord, would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto.

Subleases. Without limitation Sublessee may not enter into any sublease of the prohibitions set forth in Section 10.1 hereof, each sublease land area --------- of any portion of a Facility the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval shall be subject and subordinate made at least thirty (30) days prior to the provisions commencement of this Lease such tenancy and shall provide that Landlord, at its option detailed information concerning the identity and without any obligation to do so, may require any sublessee to, at the request and option of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor under such sublease from the time financial condition of the exercise proposed sublessee and the terms and conditions of such option to the termination of such proposed sublease, and in such case, Landlord . Sublessor shall not be (a) liable for any act, omission unreasonably withhold or default of Tenant under such sublease occurring prior to the attornment, (b) liable for, or subject to, any offset, abatement or reduction of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior to the attornment, (c) bound by any previous modification or amendment to any such sublease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by Landlord or, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant delay its consent to such sublease unless such security deposit or if (1) the use of the Subleased Premises associated with any sublease(s) is permitted under Article 9, (2) the sublease(s) are consistent with the terms and conditions of this Sublease; provided, however, that Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other collateral has actually been delivered obligations to Landlordbe performed by Sublessee under this Sublease, and (4) the proposed sublessee is financially and operationally responsible. In the event the rent for the land area of the Subleased Premises exceeds the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%) of such excess to Sublessor upon receipt by Sublessee; provided, however, that Landlord any rental received by Sublessee during a period in which no rental is due to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not require such attornment with respect apply to any sublease, then such sublease shall automatically terminate upon subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the expiration fact that under those subleases the tenants have the right to use some or earlier termination of this Lease with respect to the subleased Facility, including any earlier termination by mutual consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect or reduce any all of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as if no sublease had been made. No sublease shall impose any additional obligations on Landlord under this Lease. Anything contained in this Lease to the contrary notwithstanding, Tenant shall not sublet any Facility on any basis that the rental to be paid by the subtenant thereunder would be based, in whole or in part, on either (i) the income or profits derived by the business activities land area of the subtenant, or (ii) any other formula such that any portion Subleased Premises in connection with their use and enjoyment of the sublease rental, if received by Landlord, would fail to qualify as “rents building(s) they are subleasing from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision theretoSublessee.

Subleases. Without limitation of the prohibitions set forth in Section 10.1 hereof, each sublease of any portion of a Facility shall be subject and subordinate to the provisions of this Lease and shall provide that Landlord, at its option and without any obligation to do so, may require any sublessee to, at the request and option of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor under such sublease from the time of the exercise of such option to the termination of such sublease, and in such case, Landlord shall not be (a) liable for any actFor each Subleased Real Estate Lease designated to be subleased pursuant to Section 2.1.6(b), omission the relevant Seller, as sublandlord, and the Purchaser or default of Tenant under a Designated Purchaser, as subtenant, will enter into a sublease in the form attached hereto as Exhibit K (each such sublease occurring a “Sublease”) at Closing with a term to expire, on the one (1) year anniversary of the Closing Date, with respect to the portion of the applicable property to be used by the Purchaser or a Designated Purchaser for the Acquired Business. (b) The Sellers and the Purchaser will cooperate to determine how to segregate and demise the subleased premises, including the size and configuration of space to be subleased to the Purchaser or a Designated Purchaser (which shall be based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior to the attornmentClosing Date, as adjusted to take into account any laboratory and other non-desk space to be subject to a Sublease, which shall also take into account the continued marketability and required contiguity of that portion of the premises to be subject to the related Sublease and the premises not to be subject to the related Sublease and which shall not, in any instance, take into account any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information (bsubject to confidentiality limitations) liable foron the subleased premises to the other; provided, or that it is understood and agreed that all costs of such segregation and demising will be the sole responsibility of the Purchaser and that the Purchaser’s plans and specifications therefor will be subject toto the Sellers’ reasonable approval. Prior to Closing, the Sellers will not engage in any offset, abatement or reduction segregation and demising activities to be undertaken (x) in order to maintain the marketability of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring the applicable premises prior to Closing or (y) in order to move any Owned Equipment from the attornment, applicable premises. (c) bound by any previous modification or amendment to any such sublease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment The relevant Sellers shall have been approved in writing by Landlord or, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlordprovide, or cause a third party services provider (deach, including any of its subcontractors, a “Service Provider”) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment provide, with respect to any space subject to a sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the subleased Facility, including any earlier termination by mutual consent of Landlord Purchaser or its Affiliate services which are substantially the same in scope as the services which have been normally and Tenantcustomarily provided to the applicable space prior to Closing. No sublease made as permitted by this Section 10 shall affect or reduce any In the consideration of the obligations provision of Tenant hereundersuch services by the respective Seller or Service Provider, and all such obligations the Purchaser shall continue in full force and effect as if no sublease had been made. No sublease shall impose any additional obligations on Landlord under this Lease. Anything contained in this Lease pay to the contrary notwithstanding, Tenant shall not sublet any Facility on any basis that Sellers a monthly fee at each Site (as described in a schedule to the rental to be paid by the subtenant thereunder would be based, in whole or in part, on either (i) the income or profits derived by the business activities of the subtenant, or (ii) any other formula such that any portion of the sublease rental, if received by Landlord, would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision theretorelevant sublease).

Subleases. Without limitation Sublessee may not enter into any sublease of the prohibitions set forth in Section 10.1 hereof, each sublease land area of any portion of a Facility the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval shall be subject and subordinate made at least thirty (30) days prior to the provisions commencement of this Lease such tenancy and shall provide that Landlord, at its option detailed information concerning the identity and without any obligation to do so, may require any sublessee to, at the request and option of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor under such sublease from the time financial condition of the exercise proposed sublessee and the terms and conditions of such option to the termination of such proposed sublease, and in such case, Landlord . Sublessor shall not be (a) liable for any act, omission unreasonably withhold or default of Tenant under such sublease occurring prior to the attornment, (b) liable for, or subject to, any offset, abatement or reduction of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior to the attornment, (c) bound by any previous modification or amendment to any such sublease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by Landlord or, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant delay its consent to such sublease unless such security deposit or if. (1) the use of the Subleased Premises associated-with any subleases) is permitted under Article 9, (2) the subleases) are consistent with the terms and conditions of this Sublease; provided, however, that Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other collateral has actually been delivered obligations to Landlordbe performed by Sublessee under this Sublease, and (4)' the proposed sublessee is financially and operationally responsible. In the event the rent for the land area of the Subleased Premises exceeds the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%) of such excess to 5ublessor upon receipt by Sublessee; provided, however, that Landlord any rental received by Sublessee during a period in which no rental is due to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not require such attornment with respect apply to any sublease, then such sublease shall automatically terminate upon subleases pursuant to which Sublessee is leasing one or xxxx buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the expiration fact that under those subleases the tenants have the right to use some or earlier termination of this Lease with respect to the subleased Facility, including any earlier termination by mutual consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect or reduce any all of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as if no sublease had been made. No sublease shall impose any additional obligations on Landlord under this Lease. Anything contained in this Lease to the contrary notwithstanding, Tenant shall not sublet any Facility on any basis that the rental to be paid by the subtenant thereunder would be based, in whole or in part, on either (i) the income or profits derived by the business activities land area of the subtenant, or (ii) any other formula such that any portion Subleased Premises in connection with their use and enjoyment of the sublease rental, if received by Landlord, would fail to qualify as “rents buildings) they are subleasing from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision theretoSublessee.

Subleases. Without limitation of the prohibitions (a) Except as set forth in this Section 10.1 hereof25.2(a), Lessee may not sublet any Property or portion thereof without first obtaining the prior written consent of the Lessor and the Agent, which consent may be given or withheld in the sole discretion of each such party. (b) Lessee may, without the consent of Lessor or the Agent, sublet a Property only if: (i) Lessee remains fully liable for all obligations (including without limitation all Rent and other obligations with respect to such subleased Properties and any other Properties) under this Lease, each Lease Supplement and the other Operative Agreements; (ii) Such sublease of any portion of a Facility shall be is in writing and is expressly subject and subordinate to the provisions rights of the Lessor, the Agent, the Lenders and the Holders under this Lease, the Security Agreement, each Mortgage Instrument and all other Operative Agreements; and (iii) Such sublease is on commercially reasonable terms and at market rates, and has a term that does not extend past the Expiration Date, and such Property is at all times used for the purposes set forth in this paragraph and in the definition of "Property." (c) No sublease or other relinquishment of possession to any Property shall in any way discharge or diminish any of Lessee's obligations to Lessor hereunder and Lessee shall remain directly and primarily liable under this Lease and as to the Property so sublet. (d) Each insurance policy carried by Lessee pursuant to ARTICLE XIV hereof shall provide that Landlord, at its option and without be endorsed to name each sublessee under any obligation to do so, may require any sublessee to, at the request and option of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor under such sublease from as an additional insured. Prior to the time effectiveness of any such sublease, Lessee shall deliver a copy thereof to the Lessor and the Agent. (e) Promptly but in any event within five (5) days following the execution and delivery of any sublease permitted by this ARTICLE XXV, Lessee shall notify Lessor and the Agent of the exercise of such option to the termination execution of such sublease. As of the date of each Lease Supplement, Lessee shall lease the respective Properties described in such Lease Supplement from Lessor, and in (without limiting the generality of SECTIONS 25.2(A) - (D)) any existing tenant respecting such case, Landlord shall not be (a) liable for any act, omission or default of Tenant under such sublease occurring prior to the attornment, (b) liable for, or subject to, any offset, abatement or reduction of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior to the attornment, (c) bound by any previous modification or amendment to any such sublease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by Landlord or, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease Property shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the subleased Facility, including any earlier termination by mutual consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as if no sublease had been made. No sublease shall impose any additional obligations on Landlord under this Lease. Anything contained in this Lease to the contrary notwithstanding, Tenant shall not sublet any Facility on any basis that the rental be deemed to be paid by the a subtenant thereunder would be based, in whole or in part, on either (i) the income or profits derived by the business activities of the subtenant, or (ii) any other formula such that any portion Lessee and not a tenant of the sublease rental, if received by Landlord, would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision theretoLessor.

Subleases. Without limitation (a) At any time during the Term, Tenant may sublease all or portion of the prohibitions set forth in Section 10.1 hereofPremises or any improvements thereon to subtenants ("Subtenants"), each provided that until Substantial Completion of the Project, Tenant may not sublease all or substantially all of any portion of the Premises to a Facility shall be subject and subordinate single Person or to the provisions of this Lease and shall provide Persons that Landlord, at its option and without any obligation to do so, may require any sublessee to, at the request and option of Landlord, attorn to Landlord, in which event are Affiliates. (b) Landlord shall undertake the obligations of enter into a non-disturbance agreement with any Subtenant upon request by such Subtenant or Tenant. The non-disturbance agreement will provide that, as sublessor under such sublease from the time of the exercise of such option to notwithstanding the termination of such subleasethis Lease, the Subtenant sublease ("Sublease") will continue for the duration of its term and in such caseany extensions thereof as a direct lease between Landlord and the Subtenant; provided, however, the non-disturbance agreement will be conditioned on the following: (i) Landlord shall will not be (a) liable to any Subtenant for any act, omission or default of Tenant under such sublease occurring prior to security deposits (unless the attornment, (b) liable for, or subject to, any offset, abatement or reduction of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior to the attornment, (c) bound by any previous modification or amendment to any such sublease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by Landlord or, in the case of such prepayment, such prepayment of rent security deposit has actually been delivered to Landlord) under its Sublease, or nor will Landlord be bound by any rental which is paid more than thirty (d30) days in advance of the due date under the terms of the Sublease; (ii) the Subtenant shall not be in default under its Sublease on the date of the Lease termination; (iii) the Subtenant shall attorn to Landlord; and (iv) Landlord will not be liable for any security deposit act or other collateral deposited omission of Tenant or be subject to any offsets or defenses that any Subtenant may have against Tenant (but may not limit rights of offset available to such Subtenant under the sublease in the event Landlord fails to perform any obligation of Tenant that remains unperformed as of the date Landlord takes possession of the Premises). In no event may Tenant enter into any Sublease that has a term (including available extensions) that extends beyond the Primary Term. Landlord will not be required to enter into or negotiate a non-disturbance agreement with Tenant or any Subtenant that is affiliated with Tenant or any Tenant Party. A copy of the signed or proposed Sublease shall be delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment concurrently with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the subleased Facility, including any earlier termination by mutual consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as if no sublease had been made. No sublease shall impose any additional obligations on Landlord under this Lease. Anything contained in this Lease to the contrary notwithstanding, Tenant shall not sublet any Facility on any basis that the rental to be paid by the subtenant thereunder would be based, in whole or in part, on either (i) the income or profits derived by the business activities of the subtenant, or (ii) any other formula such that any portion of the sublease rental, if received by Landlord, would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision theretorequest for a non-disturbance agreement.

Subleases. Without limitation (a) Tenant and Operator, shall have the right, subject to the applicable provisions of this ARTICLE XII, without the consent of Landlord, to enter into Subleases (other than Major Subleases) with any Person who is not a debtor or debtor-in-possession in a voluntary or involuntary bankruptcy proceeding at the commencement of the prohibitions set forth Sublease term for the use permitted by this Lease (each, a “Permitted Sublease”). (b) Each Sublease shall provide that: (i) it is subordinate and subject to this Lease; (ii) the fixed expiration date thereunder shall not extend beyond the Expiration Date, and (iii) the Sublease premises shall not be used for any other use other than the Permitted Use without the Landlord’s prior written consent. (c) Tenant shall not, and shall not permit Operator, without Landlord’s prior written consent, amend or modify any Sublease in Section 10.1 hereof, each sublease of any portion of a Facility shall be subject and subordinate manner which would cause such Sublease (as amended or modified) to violate the provisions of this Lease ARTICLE XII and Tenant shall provide that Landlord, at its option and without any obligation to do so, may require any sublessee to, at the request and option of Landlord, attorn deliver to Landlord, in which event Landlord or shall undertake the obligations of Tenant, as sublessor under such sublease from the time of the exercise of such option cause to the termination of such sublease, and in such case, Landlord shall not be (a) liable for any act, omission or default of Tenant under such sublease occurring prior to the attornment, (b) liable for, or subject to, any offset, abatement or reduction of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior to the attornment, (c) bound by any previous modification or amendment to any such sublease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by Landlord or, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, within five (5) Business Days after the full execution and delivery thereof, a true and complete copy of any executed Sublease or any material amendment and modification thereto. (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord Each Sublease shall not require such attornment include provisions with respect to any subleaseinsurance requirements in Sections 10.4, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect 10.5 and 10.10 to the subleased Facilityextent applicable, Section 12.2 and Article XXII to the extent applicable (including any earlier termination by mutual consent Section 22.2), and indemnity in favor of the Landlord as follows: “Subtenant hereby agrees to indemnify and hold harmless Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect or reduce any all of the obligations of Tenant hereunderits trustees, officers, members, managers, partners, operators, employees, directors, agents, and consultants (hereinafter collectively referred to as the “Indemnitees”) of and from any and all such obligations shall continue claims, demands, liabilities, losses, costs, or expenses for any loss including but not limited to bodily injury (including death), personal injury, property damage, expenses, and reasonable attorneys’ fees, caused by, growing out of, or otherwise occurring in full force and effect as if no sublease had been made. No sublease shall impose any additional obligations on Landlord under connection with this Lease. Anything contained in this Lease to the contrary notwithstandingSublease, Tenant shall not sublet any Facility on any basis that the rental to be paid by the subtenant thereunder would be based, in whole or in part, on either arising from (i) any negligence or willful misconduct on the income part of Subtenant, its agents, employees, contractors or profits derived by others working at the business activities direction of the subtenantSubtenant, or on its behalf; (ii) violation beyond any other formula such that applicable notice and cure period of any portion of the sublease rentalpertinent federal, if received by Landlord, would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the CodeState, or any similar local Law by Subtenant, its agents, employees, contractors or successor provision thereto.others working at the direction of Subtenant, on its behalf, and

Subleases. Without limitation Portions of One Paragon Centre are leased to CBRE, Inc. and Nicklies & Company (individually an “Existing Tenant” and, collectively, the prohibitions “Existing Tenants”) pursuant to the Lease Agreements set forth in Section 10.1 hereofon Exhibit E attached hereto and incorporated herein (individually a “Sublease” and, each sublease of any portion of a Facility shall be subject and subordinate to collectively, the provisions “Subleases”). In furtherance of this Lease and shall provide that Landlord, at its option and without any obligation to do so, may require any sublessee to, at the request and option of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor under such sublease from the time ’s lease of the exercise of such option to the termination of such sublease, and in such caseentire Building, Landlord shall not be (a) liable for any actassign its interest in the Subleases to Tenant, omission or default and Tenant shall then sublease such portions of Tenant under such sublease occurring prior the Premises to the attornment, (b) liable for, or subject to, any offset, abatement or reduction of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior Existing Tenants pursuant to the attornment, (c) bound by any previous modification or amendment to any such sublease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by Landlord or, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to LandlordSubleases. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the subleased Facility, including any earlier termination by mutual consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as if no sublease had been made. No sublease shall impose any additional obligations on Landlord under this Lease. Anything contained Notwithstanding anything in this Lease to the contrary notwithstandingcontrary, Landlord and Tenant agree as follows with respect to the Subleases: (a) Contemporaneous with the execution hereof, Landlord and Tenant shall execute and deliver to each other a Lease Assignment and Assumption Agreement in the form attached hereto and incorporated herein as Exhibit F, pursuant to which Landlord shall assign all of its right, title and interest in and to the Sublease Agreements to Tenant, and Tenant shall assume, perform and discharge all obligations of the “landlord” under the Subleases. (b) Tenant shall hereafter perform, observe and discharge all obligations of the “landlord” under the Subleases as fully as if the Subleases were a direct sublease entered into by and between Tenant and the Existing Tenants. (c) The lobby, hallways and common restrooms on the first floor of One Paragon Centre shall remain “common areas” pursuant to the Subleases for the non-exclusive use and benefit of the Existing Tenants and their respective agents, employees, licensees and invitees so long as at least one of the Subleases is in effect. Tenant shall maintain, repair and, if necessary, replace such common areas in a first-class condition at its sole cost and expense. (d) Contemporaenous with the execution of this Lease, Landlord shall assign any and all security deposits currently being maintained by Landlord under the terms and conditions of the Subleases. (e) To the extent the Subleases are still in effect, then upon the expiration or termination of this Lease, Tenant shall not sublet any Facility on any basis that assign its entire right, title and interest in the rental Subleases to be paid by the subtenant thereunder would be based, in whole or in part, on either (i) the income or profits derived by the business activities of the subtenant, or (ii) any other formula such that any portion of the sublease rental, if received by Landlord, would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto.

Subleases. Without limitation of the prohibitions set forth in Section 10.1 hereof, each Lessee may sublease of any portion of a Facility the Leased Premises subject to the following restrictions: 11.1 No sublease shall be violate any term of this Lease. 11.2 All subleases shall specifically state that the Lessee’s grant of authority at the Airport and over the Leased Premises is subject and subordinate to the provisions of this Lease and Lease. 11.3 All subleases shall provide specifically state that Landlordif the sublease or a term of the sublease violates this Lease, at its option and without any obligation to do so, may require any sublessee to, at the request and option sublease or such term of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor under such sublease from is void. 11.4 No sublease shall extend beyond the time term of the exercise of such option this Lease. 11.5 Lessee shall submit all proposed commercial subleases that are longer than 365 days in duration to the termination of such subleaseTown for approval prior to execution by the Lessee. 11.6 Lessee may submit noncommercial and short term subleases to the Town for approval prior to execution. 11.7 The Town shall consider and approve or disapprove all subleases submitted to it within 45 days. If the Town does not take action on a sublease within 45 days, and in such case, Landlord it shall be deemed approved. 11.8 Subleases submitted to the Town for approval shall contain a provision stating "This sublease shall not be (a) liable for any act, omission or default effective until approved by Town of Tenant under Payson." 11.9 All subleases approved by the Town are not assignable by a sublessee without written permission of the Town. Each such sublease occurring agreement shall include a written provision that any action that purports to assign the sublease without the written approval of the Town shall be void and shall immediately terminate the sublease. 11.10 If the Lessee’s interest in this Lease terminates prior to the attornmentdate specified in any Town-approved subleases, (b) liable for, or subject to, any offset, abatement or reduction of rent or other consideration under the Town shall assume the Lessee’s position and such sublease because of any default of Tenant under such sublease occurring prior to the attornment, (c) bound by any previous modification or amendment to any such sublease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by Landlord or, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the subleased Facility, including any earlier termination by mutual consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations subleases shall continue in full force effect until their expiration dates, subject to other relevant terms and effect conditions of individual subleases. 11.11 Subleases shall be restricted to such area as if no sublease had been madeis actually required for the conduct of the sublessee's business activities. No sublease shall impose encompass so large an area as to prevent other sublessees from providing competitive aeronautical facilities or services. 11.12 No sublease shall be granted for less than adequate and full consideration. Such consideration may take the form of monetary payments as well as the construction of suitable permanent improvements and such other in-kind services as may be appropriate. Lessee shall establish sublease base rates and shall utilize a competitive bidding process for the award of subleases over and above the base rate if it is determined that such a process is required by law. 11.13 Lessee shall ensure that all commercial sublessees provide reasonable minimum levels of service. Minimum service specifications and compliance requirements shall be set forth in sublease solicitation documents and/or sublease agreements. 11.14 The Town reserves the right to direct Lessee to cancel or terminate any additional obligations on Landlord under this Lease. Anything contained in sublease for any of the reasons that this Lease to the contrary notwithstanding, Tenant shall not sublet any Facility on any basis that the rental to may be paid by the subtenant thereunder would be based, in whole cancelled or in part, on either (i) the income or profits derived by the business activities of the subtenant, or (ii) any other formula such that any portion of the sublease rental, if received by Landlord, would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision theretoterminated.

Subleases. Without limitation In the event that Lessee seeks to sublease the Aircraft, in addition to securing Lessor's advance written consent to any Permitted Sublease and the terms and conditions thereof, Lessee shall execute and deliver any and all such documents and agreements, and secure all such approvals and consents from any Person or Governmental Entity, as Lessor and any Lessor Lender shall deem reasonably necessary or desirable in order to preserve and protect its respective rights and interests hereunder and under the other Operative Agreements; and provided further that: (1) any Sublessee shall be a duly certificated air carrier holding a current and valid U.S. air operator's certificate; (2) any such Sublessee shall have duly executed and delivered a Permitted Sublease and all documents and agreements contemplated thereby, each in form and substance satisfactory to, and approved in writing by, Lessor, such approval not to be unreasonably withheld; and (3) Lessee and Sublessee shall have executed and delivered to Lessor and any Lessor Lender any and all such documents, and secured all such approvals and consents from any Person or Governmental Entity, as Lessor and any Lessor Lender shall reasonably require in order to preserve and protect their respective rights and interests hereunder, Lessor's rights as owner and lessor of the prohibitions set forth in Section 10.1 Aircraft, and Lessor's rights to the proceeds hereof, each sublease including but not limited to an opinion of local legal counsel addressing the foregoing and otherwise in form and substance and from a qualified law firm of recognized standing acceptable to Lessor. Notwithstanding anything to the contrary contained herein, (x) any transfer of possession of the Aircraft by reason of any portion of a Facility Permitted Sublease shall be be, and shall expressly provide that it is, subject and subordinate to all of the terms of this Lease, including, without limitation, Lessor's right to the return and/or repossession of the Aircraft upon the occurrence of an Event of Default or otherwise pursuant hereto; (y) none of the terms and provisions of such Permitted Sublease shall be adverse or inconsistent with the terms and provisions hereof and the rights and privileges of Lessor hereunder; and (z) Lessee shall remain primarily liable hereunder for the performance of all the provisions hereof, and obligations and duties of this Lease and shall provide that Landlord, at its option and without any obligation Lessee hereunder to do so, may require any sublessee to, at the request and option same extent as if such transfer of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor under such sublease from the time possession of the exercise Aircraft had not occurred and notwithstanding the terms and provisions of such option any Permitted Sublease. Lessee shall advise Lessor in writing of its request for consent to sublease the Aircraft with reasonable detail as to the termination of such sublease, terms and in such case, Landlord shall not be provisions thereof at least sixty (a60) liable for any act, omission or default of Tenant under such sublease occurring days prior to the attornmentproposed commencement date, and Lessor shall respond to Lessee within 15 days after receipt of Lessee's written request for consent (b) liable forsubject to Lessor's review of the final documents and agreements executed and delivered in connection therewith). Lessee shall provide Lessor with copies of the various documents and agreements proposed to be executed and delivered between it and any Sublessee, as soon as practicable thereafter. Lessor shall review the same with reasonable diligence and expedition, and promptly either approve or subject to, any offset, abatement or reduction of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior to reject the attornment, (c) bound by any previous modification or amendment to any such sublease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved same in writing by Landlord or, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for Lessee. All costs incurred and associated with any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment with respect to any sublease, then such proposed sublease shall automatically terminate upon be the expiration or earlier termination sole responsibility of this Lease with respect to the subleased Facility, including any earlier termination by mutual consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as if no sublease had been made. No sublease shall impose any additional obligations on Landlord under this Lease. Anything contained in this Lease to the contrary notwithstanding, Tenant shall not sublet any Facility on any basis that the rental to be paid by the subtenant thereunder would be based, in whole or in part, on either (i) the income or profits derived by the business activities of the subtenant, or (ii) any other formula such that any portion of the sublease rental, if received by Landlord, would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision theretoLessee.

Subleases. Without limitation of the prohibitions set forth in Section 10.1 hereof, each Lessee may sublease of any portion of a Facility the Leased Premises subject to the following restrictions: 11.1 No sublease shall be violate any term of this Lease. 11.2 All subleases shall specifically state that the Lessee’s grant of authority at the Airport and over the Leased Premises is subject and subordinate to the provisions of this Lease and Lease. 11.3 All subleases shall provide specifically state that Landlordif the sublease or a term of the sublease violates this Lease, at its option and without any obligation to do so, may require any sublessee to, at the request and option sublease or such term of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor under such sublease from is void. R 11.4 No sublease shall extend beyond the time term of the exercise of such option this Lease. 11.5 Lessee shall submit all proposed commercial subleases that are longer than one year 365 days in duration to the termination of such subleaseTown for approval prior to execution by the Lessee. A 11.6 Lessee may submit noncommercial and short term subleases to the Town for approval prior to execution. 11.7 The Town shall consider and approve or disapprove all subleases submitted to it within thirty (30) 45 days. If the Town does not take action on a sublease within thirty (30) 45 days, and in such case, Landlord it shall be deemed approved. F 11.8 Subleases submitted to the Town for approval shall contain a provision stating "This sublease shall not be (a) liable for any act, omission or default effective until approved by Town of Tenant under Payson.” T 11.9 All subleases approved by the Town are not assignable by a sublessee without written permission of the Town. Each such sublease occurring agreement shall include a written provision that any action that purports to assign the sublease without the written approval of the Town shall be void and shall immediately terminate the sublease. May 1, 2007 11.10 If the Lessee’s interest in this Lease terminates prior to the attornmentdate specified in any Town-approved subleases, (b) liable for, or subject to, any offset, abatement or reduction of rent or other consideration under the Town shall assume the Lessee’s position and such sublease because of any default of Tenant under such sublease occurring prior to the attornment, (c) bound by any previous modification or amendment to any such sublease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by Landlord or, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the subleased Facility, including any earlier termination by mutual consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations subleases shall continue in full force effect until their expiration dates, subject to other relevant terms and effect conditions of individual subleases. 11.11 Subleases shall be restricted to such area as if no sublease had been madeis actually required for the conduct of the sublessee's business activities. No sublease shall impose encompass so large an area as to prevent other sublessees from providing competitive aeronautical facilities or services. 11.12 No sublease shall be granted for less than adequate and full consideration. Such consideration may take the form of monetary payments as well as the construction of suitable permanent improvements and such other in-kind services as may be appropriate. Lessee shall establish sublease base rates and shall utilize a competitive bidding process for the award of subleases over and above the base rate if it is determined that such a process is required by law. 11.13 Lessee shall ensure that all commercial sublessees provide reasonable minimum levels of service. Minimum service specifications and compliance requirements shall be set forth in sublease solicitation documents and/or sublease agreements. R 11.14 The Town reserves the right to direct Lessee to cancel or terminate any additional obligations on Landlord under this Lease. Anything contained in sublease for any of the reasons that this Lease to the contrary notwithstanding, Tenant shall not sublet any Facility on any basis that the rental to may be paid by the subtenant thereunder would be based, in whole cancelled or in part, on either (i) the income or profits derived by the business activities of the subtenant, or (ii) any other formula such that any portion of the sublease rental, if received by Landlord, would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision theretoterminated.

Subleases. Without limitation of the prohibitions (a) Except as set forth in this Section 10.1 hereof25.2, Lessee may not sublet any Property or portion thereof without first obtaining the prior written consent of the Lessor and the Agent, which consent may be given or withheld in the sole discretion of each sublease such party. (b) Lessee may, without the consent of any Lessor or the Agent, sublet a Property to a Subsidiary of Lessee, or sublet professional space constituting a portion of a Facility shall be Property to healthcare providers, in each case if and only if: (i) Lessee remains fully liable for all obligations (including without limitation all Rent and other obligations with respect to such subleased Properties and any other Properties) under this Lease, each Lease Supplement and the other Operative Agreements; (ii) Such sublease is in writing and is expressly subject and subordinate to the provisions rights of the Lessor, the Agent, the Lenders and the Holders under this Lease, the Security Agreement, each Mortgage Instrument and all other Operative Agreements; and (iii) Such sublease is on commercially reasonable terms and at market rates, and has a term that does not extend past the Expiration Date, and such Property is at all times used for the purposes set forth in this paragraph and in the definition of "Property." (c) No sublease or other relinquishment of possession to any Property shall in any way discharge or diminish any of Lessee's obligations to Lessor hereunder and Lessee shall remain directly and primarily liable under this Lease and as to the Property so sublet. (d) Each insurance policy carried by Lessee pursuant to Article XIV hereof shall provide that Landlord, at its option and without be endorsed to name each sublessee under any obligation to do so, may require any sublessee to, at the request and option of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor under such sublease from as an additional insured. Prior to the time effectiveness of any such sublease, Lessee shall deliver a copy thereof to the Lessor and the Agent. (e) Promptly but in any event at least thirty (30) days prior to the execution and delivery of any sublease permitted by this Article XXV, Lessee shall notify Lessor and the Agent of the exercise of such option to the termination execution of such sublease. As of the date of each Lease Supplement, Lessee shall lease the respective Properties described in such Lease Supplement from Lessor, and in such case, Landlord shall not be (awithout limiting the generality of Sections 25.2(a) liable for any act, omission or default of Tenant under such sublease occurring prior to the attornment, (b) liable for, or subject to, any offset, abatement or reduction of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior to the attornment, (c) bound by any previous modification or amendment to any such sublease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by Landlord or, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or - (d)) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to existing tenant respecting such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease Property shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the subleased Facility, including any earlier termination by mutual consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as if no sublease had been made. No sublease shall impose any additional obligations on Landlord under this Lease. Anything contained in this Lease to the contrary notwithstanding, Tenant shall not sublet any Facility on any basis that the rental be deemed to be paid by the a subtenant thereunder would be based, in whole or in part, on either (i) the income or profits derived by the business activities of the subtenant, or (ii) any other formula such that any portion Lessee and not a tenant of the sublease rental, if received by Landlord, would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision theretoLessor.

Subleases. Without limitation (a) On or prior to the Closing, each of TRH and AIG shall execute and deliver each of the prohibitions “New York Sublease”, the “Chicago Sublease” and the “Toronto Sublease” in substantially the forms attached hereto as Exhibit I, Exhibit J and Exhibit K (each, a “Sublease” and collectively, the “Subleases”) to the extent it is a party to such Sublease and shall cause each of their respective Affiliates to execute and deliver each such Sublease to which such Affiliate is a party. AIG and TRH shall each pay one-half of the actual out-of-pocket costs and expenses (i) for any construction work that AIG, in its sole discretion, determines desirable to demise any of the Subleased Premises separately, and (ii) to obtain the consent of any Landlord, including any costs or expenses that may be charged in accordance with the terms of the Master Lease or that are otherwise reasonably requested by any Landlord, and (iii) to dispute the refusal by any Landlord under any Master Lease to provide its consent to its applicable Sublease. TRH shall pay any and all other costs and expenses for any other work or action that may be necessary or desirable to separately demise any of the Subleased Premises or to effectuate any Sublease, including the cost to demise any computer room or computer system separately. TRH and AIG shall each pay for their own legal expenses in connection with each Sublease. (b) AIG and TRH shall, and shall cause their respective Affiliates to, cooperate in good faith to obtain all required consents and approvals necessary for each Sublease no later than the Consent Deadline that is applicable to each Sublease. If TRH and AIG fail to obtain any consent necessary to effectuate any Sublease on or prior to the Consent Deadline that is applicable to such Sublease (each such Sublease a “Rejected Sublease”), then solely with respect to such Rejected Sublease, (i) the Rejected Sublease and each other arrangement between TRH, AIG and any of their respective Affiliates with respect to the Rejected Subleased Premises shall automatically terminate and be of no further force and effect as of the applicable Consent Deadline, (ii) TRH shall, or shall cause its relevant Affiliate(s) to, vacate the Rejected Subleased Premises in accordance with the requirements set forth in Section 10.1 hereof, each sublease of any portion of a Facility shall be subject and subordinate to the provisions of this Affected Master Lease and shall provide that Landlord, at its option and without any obligation to do so, may require any sublessee to, at the request and option of Landlord, attorn to Landlord, otherwise in which event Landlord shall undertake the obligations of Tenant, as sublessor under such sublease from the time of the exercise of such option to the termination of such sublease, and in such case, Landlord shall not be (a) liable for any act, omission an orderly manner on or default of Tenant under such sublease occurring prior to the attornmentExit Date that is applicable to the Rejected Sublease and shall do so at TRH’s sole cost and expense, and (biii) liable forTRH or the relevant TRH Affiliate(s) shall, no later than the date on which TRH vacates all of the Rejected Subleased Premises, pay AIG or the relevant AIG Affiliate(s) the amount that would have been due and owing under the Rejected Sublease had the Rejected Sublease not been terminated for the period from and including the Closing Date through and including the applicable Exit Date. Notwithstanding the foregoing, if, notwithstanding TRH using its commercially reasonable efforts to vacate the Rejected Subleased Premises by the applicable Exit Date, TRH cannot vacate the Rejected Subleased Premises by such date, then, no later than the applicable Exit Date, TRH shall send AIG written notice that sets forth the earliest date upon which TRH reasonably expects to be able to vacate the Rejected Subleased Premises, and AIG agrees to work with the Landlord to try to accommodate TRH’s need for additional time; provided, however, that AIG shall have no obligation to extend the applicable Exit Date if the Landlord is unwilling to afford any additional time beyond the applicable Exit Date. AIG shall have the right, in its sole discretion but exercised in good faith, to determine when and whether the landlord of any Subleased Premises shall have rejected, or subject determined not to provide its consent to, any offset, abatement Sublease or reduction of rent or other consideration under such sublease because of to extend to any default of Tenant under such sublease occurring prior to the attornment, applicable Exit Date. (c) bound by any previous modification or amendment to any such sublease or any previous prepayment For purposes of more than one month’s rentthis Section 3.23, unless such modification, amendment or prepayment the following terms shall have been approved in writing by Landlord orthe following meanings. “Affected Master Lease” shall mean, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment with respect to any subleaseRejected Sublease, then the Master Lease relating to such sublease Rejected Sublease. “Consent Deadline” shall automatically terminate upon the expiration or earlier termination of this Lease mean, (i) with respect to the subleased FacilityNew York Sublease and the Chicago Sublease, including any earlier termination by mutual consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect or reduce any of the obligations of Tenant hereunderdate that is twenty (20) days after the Closing Date, and all such obligations shall continue in full force and effect as if no sublease had been made. No sublease shall impose any additional obligations on Landlord under this Lease. Anything contained in this Lease (ii) with respect to the contrary notwithstandingToronto Sublease, Tenant the date that is ten (10) days after the Closing Date. “Exit Date” shall not sublet any Facility on any basis that the rental to be paid by the subtenant thereunder would be basedmean, in whole or in part, on either (i) with respect to the income or profits derived by New York Sublease and the business activities of Chicago Sublease, the subtenantdate that is thirty (30) days after the Closing Date, or and (ii) with respect to the Toronto Sublease, the date that is fifteen (15) days after the Closing Date. “Landlord” shall mean, with respect to any other formula Sublease, the Person that is identified in such that Sublease as the landlord or owner under such Sublease’s Master Lease. “Master Lease” shall, with respect to any portion of the sublease rentalSublease, if received by Landlord, would fail to qualify as “rents from real property” within have the meaning of Section 856(d) of ascribed to the Codeterm “Master Lease” in such Sublease. “Rejected Subleased Premises” shall mean, or with respect to any similar or successor provision theretoRejected Sublease, the Subleased Premises relating to such Rejected Sublease. “Subleased Premises” shall, with respect to any Sublease, have the meaning ascribed to the term “Subleased Premises” in such Sublease.

Subleases. Without limitation So long as there is then no uncured default, Lessee may sublease portions of the prohibitions set forth in Section 10.1 hereof, each sublease Premises with the prior written approval of any portion Lessor upon submission of a Facility shall be subject and subordinate to the provisions of this Lease and shall provide that Landlord, at its option and without any obligation to do so, may require any sublessee to, at the request and option of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor under such sublease from the time copy of the exercise of such option to the termination of such proposed sublease, and in such case, Landlord which approval shall not be unreasonably withheld or delayed, provided the following conditions are satisfied: (a) liable for any act, omission or default No sublease shall relieve Lessee of Tenant under such sublease occurring prior its responsibility to the attornment, pay and perform all of its obligations hereunder; (b) liable for, or subject to, any offset, abatement or reduction Lessee shall not be entitled under a sublease to collect rent which is prepaid in excess of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior to the attornment, (c) bound by any previous modification or amendment to any such sublease or any previous prepayment of more than one month’s rentyear in advance, unless such modification, amendment or prepayment shall have been approved in writing by Landlord or, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the subleased Facility, including any earlier termination by mutual consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as if no sublease had been made. No sublease shall impose any additional obligations on Landlord under this Lease. Anything contained in this Lease to the contrary notwithstanding, Tenant shall not sublet any Facility on any basis that the rental to be paid by the subtenant thereunder would be based, in whole or in part, on either Lessee either: (i) prepays Rent to the income or profits derived extent allowed by this Lease, for the portion of the Parcel covered by the business activities of the subtenantsublease, or (ii) any provides Lessor with a letter of credit or other formula bond which is in such that any form as is reasonably satisfactory to Lessor and secures payment to Lessor of the pro rata portion of such prepaid rent which Lessor would be entitled to receive as Rent under this Lease for the pertinent portion of the sublease rental, if received by Landlord, would fail to qualify as “rents from real property” within the meaning of Section 856(dPremises; (c) The proposed use of the Codeportion of the Premises subject to the sublease must be a Permitted Use under this Lease; (d) The term of the sublease is for a period of not less than 2 years; (e) Such sublease provides that any violation of any provisions of this Lease, whether by act or any similar omission, by a sublessee shall be a default under the sublease, entitling the lessor thereunder to terminate such sublease and exercise other remedies as a result thereof; (f) Such sublease contains the attornment provisions of paragraph 14.4; (g) Such sublease is an arms-length transaction negotiated in good faith and provides for rental rates comparable to existing market rates; and (h) Such sublease is on a form of lease which has been previously approved by Lessor or successor provision theretois otherwise entered into upon terms and conditions which are reasonably satisfactory to Lessor.

Subleases. Without limitation (a) Promptly but in any event within five (5) days following the execution and delivery of any sublease permitted by this Article XXV, Lessee shall notify Lessor and the Agent of the prohibitions execution of such sublease. As of the date of each Lease Supplement, Lessee shall lease the respective Properties described in such Lease Supplement from Lessor, and any existing tenant respecting such Property shall automatically be deemed to be a subtenant of Lessee and not a tenant of Lessor. (b) Lessee may, without the consent of Lessor, sublet not more than twenty percent (20%) of the square footage of the Improvements on any specific Property to sublessees who use the sublet portion of the Improvements only for educational purposes, job training, food and commissary 39 services or maintenance purposes; provided that in any event, Lessee shall remain fully liable for all obligations (including without limitation all Rent and other obligations with respect to such subleased Properties and any other Properties) under this Lease, each Lease Supplement and the other Operative Agreements. Any such sublease of any Property shall be on commercially reasonable terms and at market rates, and such Property shall continue to be used for the purposes set forth in this paragraph and in the definition of "Property." Except as set forth in this Section 10.1 hereof25.2(b), Lessee may not sublet any Property or portion thereof without first obtaining the prior written consent of the Lessor and the Agent, which consent may be given or withheld in the sole discretion of each such party. (c) No such sublease or other relinquishment of possession to any Property shall in any way discharge or diminish any of Lessee's obligations to Lessor hereunder and Lessee shall remain directly and primarily liable under this Lease as to the Property, or portion thereof, so sublet. (d) Any sublease of any Property or portion of a Facility thereof shall be subject subject, and expressly subordinate to the provisions rights of the Lessor, the Agent, the Lenders and the Holders under this Lease Lease, the Security Agreement, each Mortgage Instrument and all other Operative Agreements. Each insurance policy carried by Lessee pursuant to Article XIV hereof shall provide that Landlord, at its option and without be endorsed to name each sublessee under any obligation to do so, may require any sublessee to, at the request and option of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor under such sublease from the time of the exercise of such option as an additional insured. Prior to the termination effectiveness of any such sublease, and in such case, Landlord Lessee shall not be (a) liable for any act, omission or default of Tenant under such sublease occurring prior deliver a copy thereof to the attornment, (b) liable for, or subject to, any offset, abatement or reduction of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior to Lessor and the attornment, (c) bound by any previous modification or amendment to any such sublease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by Landlord or, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the subleased Facility, including any earlier termination by mutual consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as if no sublease had been made. No sublease shall impose any additional obligations on Landlord under this Lease. Anything contained in this Lease to the contrary notwithstanding, Tenant shall not sublet any Facility on any basis that the rental to be paid by the subtenant thereunder would be based, in whole or in part, on either (i) the income or profits derived by the business activities of the subtenant, or (ii) any other formula such that any portion of the sublease rental, if received by Landlord, would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision theretoAgent.

Subleases. Without limitation So long as no Event of Default shall have occurred and be continuing, Lessee may sublease one or more Vehicles (i) to a wholly-owned Subsidiary of Lessee without the prior written consent of Lessors and (ii) to any other corporation organized under the laws of the prohibitions set forth in United States or any State thereof with the prior written consent of each of the Lessors, which consent shall not be unreasonably withheld; provided, that any Sublease entered into pursuant to this Section 10.1 hereof, 5.2 shall satisfy each sublease of any portion the following conditions: (a) such Sublease shall automatically expire upon the termination of a Facility the Lease Supplement governing the Vehicle subleased under such Sublease and shall be expressly subordinate and subject and subordinate to the provisions of this Lease and the Liens created hereunder, and to the applicable Lease Supplement; (b) such Sublease shall be in writing and shall expressly prohibit any further assignment, sublease or transfer; (c) such Sublease shall not contain a purchase option in favor of the Sublessee or any other provision pursuant to which the Sublessee may obtain record or beneficial title to the Vehicle leased thereunder from Lessee of such Vehicle; (d) such Sublease shall prohibit the Sublessee from making any alterations or modifications to the Vehicle that would violate this Lease; (e) such Sublease shall require the Sublessee to maintain the Vehicle in accordance with Section 5.3; (f) on or before execution and delivery of such Sublease, Lessee shall execute and deliver to Agent a security agreement, in a form approved by Agent, whereby Lessee grants to Agent, for the benefit of the Lessors, a security interest in all of Lessee's rights, title and interest in, to and under such Sublease, as Collateral for Lessee's obligations under the Operative Agreements. Such Sublease shall provide that Landlordsuch sublessee shall make all payments under such Sublease directly to Agent, at its option and without any obligation to do soan account specified by Agent, may require any sublessee to, at the request and option of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor under such sublease from the time of the exercise of such option to the termination of such sublease, and in such case, Landlord shall not be (a) liable for any act, omission or default of Tenant under such sublease occurring prior to the attornment, (b) liable for, or subject to, any offset, abatement or reduction of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior to the attornment, (c) bound by any previous modification or amendment to any such sublease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by Landlord or, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination occurrence of this Lease with respect to the subleased Facility, including any earlier termination by mutual consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue events specified in full force and effect as if no sublease had been made. No sublease shall impose any additional obligations on Landlord under this Lease. Anything contained in this Lease to the contrary notwithstanding, Tenant shall not sublet any Facility on any basis that the rental to be paid by the subtenant thereunder would be based, in whole or in part, on either (i) the income or profits derived by the business activities of the subtenant, or (ii) any other formula such that any portion of the sublease rental, if received by Landlord, would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto.6.1(j)

Subleases. Without limitation (A) The Borrower represents that there is no existing Sublease. The Borrower shall not enter into or amend any Sublease without the Agent's prior written consent, and shall furnish to the Agent, upon execution, a complete and fully executed copy of each Sublease. The Borrower shall provide the Agent with a copy of each proposed Sublease requiring the consent of the prohibitions Agent and with any information requested by the Agent regarding the proposed Tenant (as hereinafter defined) thereunder. The Agent may declare each Sublease to be prior or subordinate to this Mortgage, at the Agent's option. (B) The Borrower shall, at its cost and expense, perform each obligation to be performed by the landlord under each Sublease; not borrow against, pledge or further assign any rents or other payments due thereunder; not permit the prepayment of any rents or other payments due for more than thirty (30) days in advance; and not permit any Tenant to assign its Sublease or sublet the Mortgaged Property covered by its Sublease, unless required to do so by the terms thereof and then only if such assignment does not work to relieve the Tenant of any liability for performance of its obligations thereunder. (C) If any Tenant shall default under its Sublease, the Borrower shall, in the ordinary course of business, exercise sound business judgment with respect to such default, but may discount, compromise, forgive or waive claims or discharge the Tenant from its obligations under the Sublease or terminate or accept a surrender of the Sublease. (D) If the Borrower fails to perform any obligations of landlord under any Sublease or if the Agent becomes aware of or is notified by any Tenant of a failure on the part of the Borrower to so perform, the Agent may, but shall not be obligated to, without waiving or releasing the Borrower from any obligation in this Agreement or any of the other Credit Documents, remedy such failure, and the Borrower agrees to repay upon demand all sums incurred by the Agent or the Lenders in remedying any such failure, together with interest thereon from the date incurred at the rate of interest set forth in Section 10.1 hereof, each sublease 3.1 of any portion of a Facility shall be subject and subordinate to the provisions Credit Agreement. (E) For purposes of this Lease and shall provide that LandlordMortgage, at its option and without any obligation to do so, may require any sublessee to, at the request and option of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor under such sublease from the time of the exercise of such option to the termination of such sublease, and in such case, Landlord shall not be (a) liable for any act, omission or default of Tenant under such sublease occurring prior to the attornment, (b) liable for, or subject to, any offset, abatement or reduction of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior to the attornment, (c) bound by any previous modification or amendment to any such sublease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment following terms shall have been approved in writing by Landlord or, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the subleased Facility, including any earlier termination by mutual consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as if no sublease had been made. No sublease shall impose any additional obligations on Landlord under this Lease. Anything contained in this Lease to the contrary notwithstanding, Tenant shall not sublet any Facility on any basis that the rental to be paid by the subtenant thereunder would be based, in whole or in part, on either (i) the income or profits derived by the business activities of the subtenant, or (ii) any other formula such that any portion of the sublease rental, if received by Landlord, would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto.following meanings:

Subleases. Without limitation of the prohibitions set forth in Section 10.1 hereof, each sublease of any portion of a Facility shall be subject and subordinate to the provisions of this Lease and shall provide that LandlordCenterPoint may, at its option sole cost and expense, enter into a Temporary Sublease at any time without any obligation to do sothe consent of CJF, may require any sublessee to, at provided that (i) the request and option of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor under such sublease from the time term of the exercise of such option to Temporary Sublease does not extend beyond the termination of such subleaseTerm, and in such case, Landlord shall not be (ii) the Temporary Sublease includes language that provides that (a) liable the Temporary Subtenant shall have no right or claim against CJF for any act, omission matter or default of Tenant under such sublease occurring prior to the attornmentthing, (b) liable forthe Temporary Subtenant may not use the applicable Premises or Rollover Space for any purpose other than office, or subject towarehouse, any offsetdistribution, abatement or reduction of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior assembly and light manufacturing, as and to the attornmentextent permitted under applicable zoning ordinances, and (c) bound the Temporary Subtenant shall procure prior to and shall maintain throughout the term of the Temporary Sublease policies of hazard, liability, workmen’s compensation and other customary insurance, with commercially reasonable deductibles and limits, naming CenterPoint and CJF as additional insureds, (iii) a copy of the Temporary Sublease is delivered to CJF, within five (5) days after its execution (notwithstanding the foregoing, CenterPoint shall use reasonable efforts to provide CJF with a copy of the proposed sublease at least five (5) days prior to its execution), and (iv) the Temporary Sublease may be terminated by any previous modification CenterPoint (on its own initiative or amendment to any such sublease or any previous prepayment at the direction of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved CJF in the event CJF notifies CenterPoint in writing by Landlord orthat CJF has elected to enter into an Approved Lease for space that is subject to a Temporary Sublease) upon sixty (60) days advance written notice. No subletting shall relieve CenterPoint of its obligations hereunder. CenterPoint shall be entitled to the rent paid under the Temporary Sublease, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) and CenterPoint shall be solely liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to all subleasing brokerage commissions and fees in connection with such sublease unless such security deposit or other collateral has actually been delivered to LandlordTemporary Sublease. In the event that Landlord any Temporary Subtenant fails or refuses to vacate the applicable Premises or Rollover Space when required by the Temporary Sublease, CenterPoint shall, at CJF’s election, commence and diligently pursue eviction proceedings to regain possession of the applicable Premises or Rollover Space, at no cost to CJF. At any time, CJF, by written notice to CenterPoint, may elect that the Temporary Sublease shall be treated as an Approved Lease, in which event the provisions of Section 3.1 above shall apply. CenterPoint shall, and does hereby agree to indemnify, defend and hold harmless, CJF, its partners, officers, directors, employees, agents, attorneys and their respective successors and assigns, harmless from and against any and all claims, demands, suits, obligations, payments, damages, losses, penalties, liabilities, costs and expenses (including, but not require such attornment with respect to any subleaselimited to, then such sublease reasonable attorneys’ fees) resulting or arising from the Temporary Subtenant’s use and occupancy of the applicable Premises or Rollover Space. CenterPoint’s obligations under this Section 5.3 shall automatically terminate upon expressly survive the expiration or earlier termination of this Lease with respect to the subleased Facility, including any earlier termination by mutual consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as if no sublease had been made. No sublease shall impose any additional obligations on Landlord under this Lease. Anything contained in this Lease to the contrary notwithstanding, Tenant shall not sublet any Facility on any basis that the rental to be paid by the subtenant thereunder would be based, Agreement (in whole or in part, on either (i) the income or profits derived by the business activities of the subtenant, or (ii) any other formula such that any portion of the sublease rental, if received by Landlord, would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto).

Subleases. Without limitation Notwithstanding anything to the contrary in this Lease, Tenant shall have the right to sublet or license portions of the prohibitions Buildings, Individual Properties and the Premises at any time and from time to time in the ordinary course of Tenant’s business for occupancy of the space in question by the Subtenant on market terms and pursuant to a space lease or ground lease containing provisions deemed desirable by Tenant in its sole but reasonable discretion exercising Tenant’s prudent business judgment (and in any case consistent with Class A institutionally owned and managed properties in the market), in each case without the prior consent of Landlord, provided, however, any Sublease which extends (or includes renewal options or other rights that affect any part of an Individual Property) beyond the date which is five (5) years after the Expiration Date of this Lease (which for avoidance of doubt is the date set forth in Section 10.1 hereof1.1 of this Lease) shall require Landlord’s prior consent, each sublease of any portion of a Facility not to be unreasonably withheld, conditioned or delayed (and which consent shall be subject and subordinate deemed given if Landlord fails to the provisions of this Lease and shall provide that Landlord, at its option and without any obligation to do so, may require any sublessee to, at the request and option of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor under such sublease from the time of the exercise of such option to the termination of such sublease, and in such case, Landlord shall not be (a) liable for any act, omission or default of Tenant under such sublease occurring prior to the attornment, (b) liable for, or subject to, any offset, abatement or reduction of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior to the attornment, (c) bound by any previous modification or amendment to any such sublease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by Landlord or, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant reasonable objections to such sublease unless such security deposit or other collateral has actually been delivered to LandlordSublease within five (5) Business Days after written request for consent). In the event Landlord agrees that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier a termination of this Lease with respect to the subleased FacilityLease, including any earlier termination by mutual consent of Landlord and Tenant. No sublease made as each such Sublease permitted by this Section 10 shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations 23.4 shall continue in full force and effect as if no sublease had been madea direct lease between Landlord and such Subtenant. No sublease shall impose A Sublease of all or substantially all of a Building on a Premises (other than as a result of an expansion by any additional obligations on Landlord under sublessee of space as of the date of this Lease. Anything contained in this Lease to ) for all or substantially all of the contrary notwithstanding, Tenant shall not sublet any Facility on any basis that remaining Term other than for actual occupancy of the rental to be paid applicable Individual Property by the subtenant Subtenant thereunder would shall be baseddeemed a Transfer by Tenant of this Lease, in whole or in part, on either (i) the income or profits derived by the business activities and as such shall be subject to all of the subtenantapplicable provisions of this Article 23. For the avoidance of doubt, or (ii) any other formula such Landlord agrees that any portion all of the sublease rental, if received by Landlord, would fail to qualify Subleases at the Property Portfolio in effect as “rents from real property” within the meaning of Section 856(d) of the Codedate hereof, or any similar or successor provision as reflected on the rent roll certified by Tenant and delivered to Landlord as of the closing date of Landlord acquisition of the Premises, are permitted hereunder and that Landlord’s rights as ground lessor are expressly subject thereto.

Subleases. Without limitation So long as there is then no uncured default, Lessee may sublease portions of the prohibitions set forth in Section 10.1 hereof, each sublease Premises with the prior written approval of any portion Lessor upon submission of a Facility shall be subject and subordinate to the provisions of this Lease and shall provide that Landlord, at its option and without any obligation to do so, may require any sublessee to, at the request and option of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor under such sublease from the time copy of the exercise of such option to the termination of such proposed sublease, and in such case, Landlord which approval shall not be unreasonably withheld or delayed, provided the following conditions are satisfied: (a) liable for any act, omission or default No sublease shall relieve Lessee of Tenant under such sublease occurring prior its responsibility to the attornment, pay and perform all of its obligations hereunder; (b) liable for, or subject to, any offset, abatement or reduction Lessee shall not be entitled under a sublease to collect rent which is prepaid in excess of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior to the attornment, (c) bound by any previous modification or amendment to any such sublease or any previous prepayment of more than one month’s rentyear in advance, unless such modification, amendment or prepayment shall have been approved in writing by Landlord or, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the subleased Facility, including any earlier termination by mutual consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as if no sublease had been made. No sublease shall impose any additional obligations on Landlord under this Lease. Anything contained in this Lease to the contrary notwithstanding, Tenant shall not sublet any Facility on any basis that the rental to be paid by the subtenant thereunder would be based, in whole or in part, on either Lessee either: (i) prepays Rent for the income or profits derived portion of the Parcel covered by the business activities of the subtenantsublease, or (ii) any provides Lessor with a letter of credit or other formula bond which is in such that any form as is reasonably satisfactory to Lessor and secures payment to Lessor of the pro rata portion of such prepaid rent which Lessor would be entitled to receive as Rent under this Lease for the pertinent portion of the sublease rental, if received by Landlord, would fail to qualify as “rents from real property” within the meaning of Section 856(dPremises; (c) The proposed use of the Codeportion of the Premises subject to the sublease must be a Permitted Use under this Lease; (d) The term of the sublease is for a period of not less than 2 years; (e) Such sublease provides that any violation of any provisions of this Lease, whether by act or any similar omission, by a sublessee shall be a default under the sublease, entitling the lessor thereunder to terminate such sublease and exercise other remedies as a result thereof; (f) Such sublease contains the attornment provisions of Paragraph 14.4 (Attornment); (g) Such sublease is an arms-length transaction negotiated in good faith and provides for rental rates comparable to existing market rates; and (h) Such sublease is on a form of lease which has been previously approved by Lessor or successor provision theretois otherwise entered into upon terms and conditions which are reasonably satisfactory to Lessor.

Subleases. Without limitation Sublessee may not enter into any sublease of the prohibitions set forth in Section 10.1 hereof, each sublease of any portion of a Facility Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval shall be subject and subordinate made at least forty-five (45) days prior to the provisions commencement of this Lease such tenancy and shall provide that Landlord, at its option detailed information concerning the identity and without any obligation to do so, may require any sublessee to, at the request and option of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor under such sublease from the time financial condition of the exercise proposed sublessee and the terms and conditions of such option to the termination of such proposed sublease, and in such case, Landlord . Sublessor shall not be (a) liable for any act, omission or default of Tenant under such sublease occurring prior to the attornment, (b) liable for, or subject to, any offset, abatement or reduction of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior to the attornment, (c) bound by any previous modification or amendment to any such sublease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by Landlord or, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant unreasonably withhold its consent to such sublease unless such security deposit or if: (1) the use of the Subleased Premises associated with any sublease(s) is permitted under Article 8, (2) the sublease(s) are consistent with the terms and conditions of this Sublease and the Primary Sublease; provided, however, that Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other collateral obligations to be performed by Sublessee under this Sublease, (4) the proposed sublessee is financially and operationally responsible and (5) PDA has actually been delivered given its approval to Landlordthe proposed sublease. [In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect to rent for the subleased Facility, including any earlier termination by mutual consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as if no sublease had been made. No sublease shall impose any additional obligations on Landlord under this Lease. Anything contained in this Lease to the contrary notwithstanding, Tenant shall not sublet any Facility on any basis that Subleased Premises exceeds the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%) of such excess to Sublessor upon receipt by Sublessee; provided, however, that any rental received by Sublessee during a period in which no rental is due to Sublessor shall be paid by the subtenant thereunder would be based, in whole or in part, on either (i) the income or profits derived by the business activities of the subtenant, or (ii) any other formula such that any portion of the sublease rental, if received by Landlord, would fail its entirety to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision theretoSublessor.]

Subleases. Without limitation of the prohibitions set forth in Section 10.1 hereof, each Any sublease of all or any portion of a Facility the Premises shall be subject and subordinate to the following: (i) each such sublease shall expressly be made subject to the provisions hereof, (ii) the term of any subletting shall not extend beyond the Term of this Lease and shall provide that Landlord, at its option and without any obligation to do so, may require any sublessee to, at the request and option of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor under such sublease from the time of the exercise of such option to the termination of such sublease, and in such case, Landlord shall not be (a) liable for any act, omission or default of Tenant under such sublease occurring prior to the attornmentLease, (biii) liable for, or subject to, any offset, abatement or reduction of rent or other consideration under such no sublease because of any default of Tenant under such sublease occurring prior to the attornment, (c) bound by any previous modification or amendment to any such sublease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by Landlord or, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the subleased Facility, including any earlier termination by mutual consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect or reduce any obligation of the obligations Tenant or right of Tenant the Landlord hereunder, and (iv) all such obligations of the Tenant hereunder shall continue in full force and effect as if the obligations of a principal and not of a guarantor or surety, as though no sublease subletting had been made. No Tenant shall, within 10 days after the execution of any sublease, deliver a conformed copy thereof to Landlord. For and with respect to a sublease of the entire Premises executed with a bona fide unrelated subtenant on an arms length basis and on rental and other terms consistent with then market conditions, Landlord shall impose any additional obligations on Landlord execute a non-disturbance agreement providing that Landlord, for itself, its successors and assigns, subject to the observance and performance by the subtenant under such sublease of all of the terms, covenants and conditions thereunder, will covenant not to disturb the quiet and peaceful enjoyment of such subtenant in the event of a cancellation or termination of this Lease. Anything contained Furthermore, Landlord shall not be liable in this Lease any way to subtenant for any act or omission, neglect or default on the part of Tenant, as sublandlord under the sublease, or be responsible for any moneys owing by or on deposit with Tenant to the contrary notwithstandingcredit of subtenant, Tenant and subtenant shall not sublet have the right to setoff or assert against Landlord any Facility on such claim or any basis that damages arising therefrom. Such non-disturbance obligation of Landlord shall be contingent upon the rental to be paid payment of Monthly Rent by the subtenant thereunder would be based, in whole or in part, on either (i) an amount equal to the income or profits derived by the business activities greater of the subtenantMonthly Rent payable under this Lease or said sublease. Landlord agrees to enter into a commercially reasonable, or (ii) any other formula such that any portion recordable non-disturbance and recognition agreement setting forth the terms and conditions of the sublease rental, if received by Landlord, would fail to qualify as “rents from real property” within the meaning of this Section 856(d) of the Code, or any similar or successor provision thereto16.6.

Subleases. Without limitation If Tenant desires to sublet all or a portion of the prohibitions set forth in Section 10.1 hereof, each sublease of any portion of a Facility shall be subject and subordinate to the provisions of this Lease and shall provide that Landlord, at its option and without any obligation to do so, may require any sublessee to, at the request and option of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor under such sublease from the time of the exercise of such option to the termination of such sublease, and in such caseLeased Premises, Landlord shall have the option (1) to consent to such subletting and require that Tenant pay Landlord as Additional Rent one-half (1/2) of any net profits of rent from such subletting after deducting from the rent charged by the Tenant to each subtenant the reasonable and substantiated costs incurred by Tenant in consummating the sublease (e. g. brokerage commissions, legal fees, marketing costs, concessions and leasehold improvements) amortized over the term of the sublease without interest or (2) provided that such refusal is not be (a) liable for any actcommercially unreasonable, omission or default of Tenant under such sublease occurring prior to refuse to consent to the attornment, (b) liable for, or subject to, any offset, abatement or reduction of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior to the attornment, (c) bound by any previous modification or amendment to any such sublease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by Landlord or, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlordproposed subletting. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the subleased Facility, including any earlier termination by mutual The consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect to a proposed subletting may not be unreasonably withheld, conditioned or reduce delayed, provided should Landlord withhold its consent for any of the obligations following reasons, which list is not exclusive, such withholding shall be deemed to be commercially reasonable: (i) The proposed sublessee’s use and/or occupancy of Tenant hereunderthe Leased Premises would be unlawful or would violate any exclusive rights given to another tenant in the Project ; or, (ii) The proposed sublessee’s use and/or occupancy of the Leased Premises would impose a burden on the Common Areas or utilities serving the Project which is greater than Tenant’s and is unreasonable; or, (iii) The proposed sublessee’s use and/or occupancy of the Leased Premises would require a material variation in the terms of the Lease including, and all such obligations shall continue in full force and effect as if no sublease had been made. No sublease shall impose any additional obligations on Landlord under this Lease. Anything contained in this Lease but not limited to the contrary notwithstandingPermitted Use (except that a subletting to another office, research lab use is not deemed to be a material variation of the terms of the Lease); or, (iv) Landlord has evicted or been involved in litigation or had other past bad experience with the proposed sublessee and so advises Tenant in writing. Notwithstanding the foregoing, Landlord hereby consents to the sublease of a certain portion of the Leased Premises to Microbiome Health Research Institute Inc., a Massachusetts nonprofit corporation (“Microbiome”). Prior to the grant of the sublease to Microbiome, Tenant shall not sublet any Facility on any basis that the rental to be paid by the subtenant thereunder would be based, in whole or in part, on either (i) the income or profits derived by the business activities of the subtenant, or (ii) any other formula such that any portion provide Landlord with a copy of the sublease rental, if received by agreement for Landlord, would fail ’s review and reasonable consent to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision theretosame.

Subleases. Without limitation Tenant shall have the right to sublease any part of the prohibitions set forth in Section 10.1 hereof, each sublease of any portion of a Facility shall be subject and subordinate Premises or to the provisions of this Lease and shall provide that Landlord, at its option and without any obligation to do so, may require any sublessee to, at the request and option of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor under such sublease from the time of the exercise of such option to the termination of such sublease, and in such case, Landlord shall not be (a) liable for any act, omission or default of Tenant under such sublease occurring prior to the attornment, (b) liable for, or subject to, any offset, abatement or reduction of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior to the attornment, (c) bound by any previous modification or amendment to any such sublease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by Landlord or, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of partially assign this Lease with respect to any part of the subleased FacilityPremises (in either case, including any earlier termination by mutual referred to herein as a Sublease) to an entity that is a qualified assignee, subject to the approval and consent of Landlord and TenantLandlord, which will not be unreasonably withheld, conditioned or delayed. No sublease made as permitted by this Section 10 Sublease shall affect or reduce relieve Tenant of any obligations under the terms of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as if no sublease had been made. No sublease shall impose any additional obligations on Landlord under this Lease. Anything contained in this Lease unless a release is granted by Landlord with respect to the contrary notwithstanding, Tenant shall not sublet any Facility on any basis that the rental to be paid by the subtenant thereunder would be based, in whole or in part, on either (i) the income or profits derived by the business activities of the subtenant, or (ii) any other formula such that any portion of the sublease rentalPremises so subleased or assigned. Additionally, if received each Sublease must be for a use compatible with the Permitted Use. Tenant must give written notice to Landlord specifying the name and address of any Sublessee to which all notices required by Landlordthis Lease shall be sent, would fail to qualify as “rents from real property” within the meaning of Section 856(d) and a copy of the CodeSublease. Tenant shall provide Landlord with copies of all Subleases entered into by Xxxxxx. Xxxxxxxx agrees to grant non-disturbance agreements for any Sublessee which will provide that in the event of a termination of this Lease due to an Event of Default committed by the Tenant, or such Sublessee will not be disturbed and will be allowed to continue peacefully in possession directly under this Lease as the successor tenant, provided that the Sublessee shall be in compliance with the terms and conditions of its Sublease; and the Sublessee shall agree to attorn to Landlord. Landlord further agrees that it will grant such assurances to such Sublessee so long as it remains in compliance with the terms of its Sublease, and provided further that any similar or successor provision thereto.such Sublease does not extend beyond the expiration of the Term of this Lease

Subleases. Without limitation As sublandlord, Tenant has entered into twenty-six (26) subleases (the “Subleases”) with respect to the Building. A complete and accurate list of such subleases is attached hereto and incorporated herein as Exhibit “A”. As a condition precedent to the effectiveness of this Amendment, Landlord and Tenant shall enter into an assignment and assumption of each such sublease substantially in the form of Exhibit “B” attached hereto and incorporated herein by this reference. In addition, prior to the Reduction Commencement Date, Tenant shall obtain from each sublessee, an estoppel agreement in the form of Exhibit “C”, attached hereto and incorporated herein by this reference. On or before May 31, 2010, Tenant shall transfer the security deposits of all subtenants currently being held by Tenant, to Landlord. As of the prohibitions set forth Reduction Commencement Date, Tenant is holding $124,405.35 in Section 10.1 hereofsubtenant security deposits. Tenant represents and warrants that as of the Reduction Commencement Date, each sublease the security deposits of the subtenants in the possession of Tenant equals $124,405.35. The following provisions shall apply to receivables which, as of the Reduction Commencement Date, have been billed and are owed to Tenant by subtenants still occupying their premises as of the Reduction Commencement Date under any of the subleases (the “Receivables”). Tenant shall deliver to Landlord prior to the Reduction Commencement Date, a schedule which identifies the Receivables. On the Reduction Commencement Date, Tenant shall be entitled to receive a credit from Landlord in the total amount of the Receivables listed on the attached Exhibit “G”. Subsequent to the Reduction Commencement Date, Landlord shall have all right, title and interest in and to the Receivables with respect to which Tenant has received a credit. Tenant shall indemnify and hold Landlord harmless from and against any losses incurred by Landlord due to its failure to collect payment of any portion of a Facility shall be subject and subordinate the aforesaid Receivables relating to the provisions period of this Lease and shall provide that Landlord, at its option and without any obligation to do so, may require any sublessee to, at the request and option of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor under such sublease from the time of the exercise of such option prior to the termination of such sublease, and in such case, Landlord shall not be Reduction Commencement Date as a result of: (a) liable for the insolvency of any act, omission subtenant; or default of Tenant under such sublease occurring prior to the attornment, (b) liable for, or subject to, the exercise by any offset, abatement or reduction subtenant of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior a legally valid defense to the attornmentpayment thereof. To the extent that operating expenses, (c) bound including taxes, are chargeable to subtenants under the subleases, Landlord and Tenant shall make a preliminary good faith effort to determine the amount owing from and prepaid by subtenants for such operating expenses based upon the proration of such expenses and receipts to the Reduction Commencement Date, and a cash adjustment shall be made no later than April 30, 2010 based upon such calculation. Promptly after reconciliation of the operating expenses for the calendar year 2010 and receipt from or payment to subtenants to reconcile the charges to and from subtenants, Landlord and Tenant shall make a final reconciliation of such amounts as may be due each based upon the Rent Reduction Date and actual expenses and collections. Any amount owed to Landlord shall be paid as additional rent and any previous modification or amendment to any such sublease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment amount owed Tenant shall have been approved in writing by Landlord or, be paid in the case form of a rent credit on the next rent due and owing. Landlord acknowledges that Tenant is providing certain long distance and phone services to some of the subtenants. Tenant agrees to continue to provide such prepayment, such prepayment services until the earlier of rent has actually been delivered (a) Landlord’s written notice to Landlordcease providing the services, or (db) liable December 31, 2010. During the period in which Tenant is providing the services, Landlord agrees to forward to Tenant, any amount collected from the subtenants for such services to reimburse Tenant for the actual costs of the services provided. Tenant shall have the right, upon thirty (30) days written notice to the subtenants, with a copy to the Landlord, to terminate any security deposit of the services provided by Tenant to subtenants under the terms of any sublease or other collateral deposited or delivered agreement. Tenant shall also have the right to Tenant pursuant pursue collection of any past due charges directly from the subtenants. Landlord agrees to such sublease unless such security deposit or other collateral has actually been delivered use commercially reasonable efforts to Landlordcollect the past due utility charges owed by PointServe. In the event that Landlord shall not require such attornment with respect to can collect any subleaseamount owed by PointServe, then such sublease Landlord agrees to pay to Tenant, the amount collected less any reasonable and actual out of pocket costs incurred therewith. In no event shall automatically terminate upon Landlord be required to commence litigation to collect the expiration or earlier termination of this Lease with respect to the subleased Facility, including any earlier termination by mutual consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as if no sublease had been made. No sublease shall impose any additional obligations on Landlord under this Lease. Anything contained in this Lease to the contrary notwithstanding, Tenant shall not sublet any Facility on any basis that the rental to be paid by the subtenant thereunder would be based, in whole or in part, on either (i) the income or profits derived by the business activities of the subtenant, or (ii) any other formula such that any portion of the sublease rental, if received by Landlord, would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision theretopast due utility costs.

Subleases. Without limitation the consent or approval of Purchaser, Seller will be entitled to enter into Subleases of all or part of the prohibitions premises under each Master Lease so long as each such Sublease complies with the leasing parameters set forth Schedule II attached hereto (the “Sublease Parameters”). Purchaser agrees to enter into a non-disturbance and attornment agreement, in Section 10.1 hereofthe form to be attached as an exhibit to each Master Lease, for each sublease such Sublease promptly upon request of any portion of a Facility shall be subject and subordinate to the provisions of this Lease and shall provide that LandlordSeller; provided, at its option and without any however, Purchaser has no obligation to do soexecute or deliver same unless such agreement provides that Purchaser has no obligation thereunder unless and until the Earn Out Conditions with respect thereto have been satisfied. When a Sublease has satisfied the Earn Out Conditions, may require any sublessee tothen the Sublease must be assigned by Seller to Purchaser, at the request premises of such Sublease will be automatically removed from the premises of the applicable Sublease, and option of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor Seller will be released from liability under such sublease Sublease. Seller will be entitled to all rent and triple net expenses under a Sublease until it has been assigned to Purchaser. Once a Sublease is assigned to Purchaser, then Purchaser will be entitled to all rent and triple next expenses under such Sublease as a direct lease with Purchaser. The foregoing notwithstanding, Seller may enter into a Sublease that does not meet the Creditworthiness Standards (as defined in the Sublease Parameters) so long as it meets all of the other Sublease Parameters provided, however, that (a) any such Sublease will not be assigned to Purchaser and removed from the premises of such Master Lease unless and until Purchaser receives verification, reasonably satisfactory to Purchaser, that (i) a period of at least two years has expired since the later of the date (A) the rent commencement date for such Sublease has occurred (i.e., the date all free rent periods have expired) and (B) all other Earn Out Conditions for such Sublease have been satisfied, and (ii) the subtenant under any such Sublease is not in default under such Sublease at the time of assignment and has not at any time following the exercise commencement date of the Sublease failed to pay any rent or other sums payable under the Sublease within thirty (30) days of the date same was due – it being understood that Seller has no right, directly or indirectly, to provide any payment, subsidy, default waiver or other assistance to any such option subtenant so as to insure the termination satisfaction of such subleasethis condition, and in such case, Landlord shall not be (a) liable for any act, omission or default of Tenant under such sublease occurring prior to the attornment, (b) liable for, or subject tono such Sublease may be executed by Seller in the last two years of the term of the applicable Master Lease. Otherwise, any offset, abatement or reduction deviation of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior to a Sublease from the attornment, (c) bound by any previous modification or amendment to any such sublease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been Sublease Parameters must be approved in writing advance by Landlord or, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the subleased Facility, including any earlier termination by mutual consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as if no sublease had been made. No sublease shall impose any additional obligations on Landlord under this Lease. Anything contained in this Lease to the contrary notwithstanding, Tenant shall not sublet any Facility on any basis that the rental to be paid by the subtenant thereunder would be based, in whole or in part, on either (i) the income or profits derived by the business activities of the subtenant, or (ii) any other formula such that any portion of the sublease rental, if received by Landlord, would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision theretoPurchaser.

Subleases. Without limitation (a) Promptly, but in any event within five (5) Business Days, following the execution and delivery of any sublease permitted by this Article XXIV, Lessee shall notify Lessor of the prohibitions set forth in Section 10.1 hereofexecution of such sublease. As of the date of this Lease, each sublease Lessee shall lease the Property from Lessor, and any existing tenant respecting the Property shall automatically be deemed to be a subtenant of Lessee and not a tenant of Lessor. (b) Provided no Lease Default or Lease Event of Default has occurred and is continuing, Lessee may, without the prior written consent of any Financing Party or any other Person and subject to the other provisions of this Section 24.2, sublet the Property or portion thereof to any Subsidiary of the Parent. Lessee may otherwise sublet the Property or portion thereof to any Person (other than to a Facility Subsidiary of the Parent) only with the consent of the Majority Secured Parties (such consent not to be unreasonably withheld or delayed). (c) No sublease (referenced in this Section 24.2 or otherwise) or other relinquishment of possession to the Property shall in any way discharge or diminish any obligation of any Credit Party to Lessor hereunder or under any of the other Operative Agreements and Lessee shall remain directly and primarily liable under this Lease as to the Property, or portion thereof, so sublet. (d) No sublease (referenced in this Section 24.2 or otherwise) shall extend beyond the Term of this Lease except with the consent of Majority Secured Parties (such consent not to be unreasonably withheld or delayed) and each such sublease shall be expressly subject and subordinate to the provisions this Lease. (e) No sublease hereunder, whether or not to an Affiliate of this Lease and Lessee, shall provide that Landlordsubject any Financing Party to regulation by any Governmental Authority to which any Financing Party would not have been subject but for such sublease, at its option and without any obligation to do so, may require nor shall any sublessee tobe subject to a proceeding under bankruptcy, insolvency or similar laws at the request and option of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor under such sublease from the time of the exercise of such option to the termination of such sublease, and in such case, Landlord nor shall not be (a) liable for any act, omission or default of Tenant under such sublease occurring prior to the attornment, (b) liable for, create a Lease Default or subject to, any offset, abatement or reduction Lease Event of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior to the attornment, (c) bound by any previous modification or amendment to any such sublease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by Landlord or, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the subleased Facility, including any earlier termination by mutual consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect or reduce any of the obligations of Tenant Default hereunder, and all such obligations shall continue in full force and effect as if no sublease had been made. No sublease shall impose any additional obligations on Landlord under this Lease. Anything contained in this Lease to the contrary notwithstanding, Tenant shall not sublet any Facility on any basis that the rental to be paid by the subtenant thereunder would be based, in whole or in part, on either (i) the income or profits derived by the business activities of the subtenant, or (ii) any other formula such that any portion of the sublease rental, if received by Landlord, would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto.

Subleases. Without limitation of Notwithstanding anything contained in any Ground Lease to the prohibitions set forth in Section 10.1 hereofcontrary, each sublease of Borrower shall not further sublet any portion of a Facility shall be subject and subordinate the related Individual Property (other than as permitted pursuant to the provisions Section 5.1.17 hereof) without prior written consent of this Lease and Lender. Each sublease hereafter made shall provide that Landlordthat, at its option and without any obligation to do so, may require any sublessee to, at (a) in the request and option event of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor under such sublease from the time of the exercise of such option to the termination of such subleasethe Ground Lease, and in such case, Landlord the sublease shall not terminate or be (a) liable for any act, omission or default of Tenant under such sublease occurring prior to terminable by the attornment, lessee thereunder; (b) liable for, or subject to, any offset, abatement or reduction of rent or other consideration under such sublease because in the event of any default action for the foreclosure of Tenant under such sublease occurring prior the Security Instrument with respect to the attornmentrelated Individual Property, the sublease shall not terminate or be terminable by the lessee thereunder by reason of the termination of the Ground Lease unless such lessee is specifically named and joined in any such action and unless a judgment is obtained therein against such lessee; and (c) bound by any previous modification or amendment to any such sublease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by Landlord or, in the event that the Ground Lease is terminated as aforesaid, the lessee under the sublease shall attorn to the lessor under the Ground Lease or to the purchaser at the sale of the related Individual Property on such foreclosure, as the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlordmay be. In the event that Landlord any portion of such Individual Property shall not require such attornment with respect be sublet pursuant to any subleasethe terms of this subsection, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the subleased Facility, including any earlier termination by mutual consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as if no sublease had been made. No sublease shall impose any additional obligations on Landlord under this Lease. Anything contained in this Lease to the contrary notwithstanding, Tenant shall not sublet any Facility on any basis that the rental be deemed to be paid by included in the subtenant thereunder would Individual Property. Any sublease submitted to Lender for approval shall be based, in whole or in part, on either deemed approved if (i) Borrower delivers to Lender a written request for such approval marked in bold lettering with the income or profits derived by following language: “LENDER’S RESPONSE IS REQUIRED WITHIN FIFTEEN (15) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER. FAILURE TO RESPOND SHALL BE DEEMED AN APPROVAL” and the business activities of envelope containing the subtenant, or request is marked “PRIORITY”; and (ii) Lender shall have failed to notify Borrower of its approval or disapproval within such fifteen (15) Business Days following Lender’s receipt of Borrower’s written request together with such proposed sublease and any and all other formula such that information and documentation relating thereto reasonably required by Lender to reach a decision. In no event shall Lender be deemed to have approved any portion sublease having a material adverse effect on Borrower’s costs or obligations. Upon Borrower’s request, Lender shall deliver a Borrower a reasonably detailed description of the sublease rental, if received by Landlord, would fail to qualify as “rents from real property” within the meaning of reasons for any disapprovals under this Section 856(d) of the Code, or any similar or successor provision thereto5.1.24(b).

Subleases. Without limitation Except as provided in 21.1 above, Sublessee shall not ----- enter into any sublease of the prohibitions set forth in Section 10.1 hereof, each sublease of any portion of a Facility Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval shall be subject and subordinate made at least 21 days prior to the provisions commencement of this Lease such tenancy, and shall provide that Landlord, at its option reasonably detailed information concerning the identity and without any obligation to do so, may require any sublessee to, at the request and option of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor under such sublease from the time financial condition of the exercise proposed sublessee and the terms and conditions of such option to the termination of such proposed sublease, and in such case, Landlord . Sublessor shall not be (a) liable for any act, omission or default of Tenant under such sublease occurring prior to the attornment, (b) liable for, or subject to, any offset, abatement or reduction of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior to the attornment, (c) bound by any previous modification or amendment to any such sublease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by Landlord or, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant unreasonably withhold its consent to such sublease unless if (1) the use of the Subleased Premises is a permitted use under this lease; (2) the sublease is consistent with the terms and conditions of this Sublease; (3) Sublessee remains primarily liable to Sublessor to pay rent and perform all other obligations to be performed by Sublessee under this Sublease. If Sublessor shall fail to respond to the Sublessee's request within 15 days after receipt of the request, such security deposit or other collateral has actually been delivered to Landlordrequest shall be deemed approved. In the event that Landlord the rent for the Subleases Premises shall exceed the per square foot rent charged to the Sublessee under this lease, Sublessee shall remit 50% of the excess to Sublessor upon receipt by Sublessee. In calculating any excess rent payable by Sublessee to Sublessor pursuant to this provision, Sublessee shall first be entitled to deduct all out of pocket direct expenses incurred by the sublessee, including but not limited to brokerage and legal fees, tenant allowances and tenant improvements. Excepting leases to affiliates and subsidiaries, in no event shall the rent charged by the Sublessee be less than the 75% of the Market Rent as defined in this Sublease. Sublessee shall not require such attornment with respect employ a broker to market the Subleased Premises or any subleaseportion thereof other than Sublessor's agent The Xxxx Company, then such sublease Inc. (or its successor). This provision shall automatically terminate upon not apply in the expiration or earlier termination of this Lease with respect to the subleased Facility, including any earlier termination by mutual consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect or reduce any event that 85% of the obligations of Tenant hereunderownership interest in the Sublessor shall change, and all such obligations in which event the Sublessor shall continue in full force and effect as so notify the Sublessee. The foregoing shall not be construed to prevent Sublessee from procuring subtenants by itself or through non-broker representatives. Sublessor shall cause The Xxxx Company, Inc. to use its best efforts to market the Subleased Premises if no sublease had been made. No sublease shall impose any additional obligations on Landlord called upon under this Lease. Anything contained in this Lease to the contrary notwithstanding, Tenant shall not sublet any Facility on any basis that the rental to be paid by the subtenant thereunder would be based, in whole or in part, on either (i) the income or profits derived by the business activities of the subtenant, or (ii) any other formula such that any portion of the sublease rental, if received by Landlord, would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision theretosubparagraph.

Subleases. Without limitation (a) Tenant shall be entitled to enter into Subleases of the prohibitions set forth Leased Premises with Landlord's consent, which consent shall not be unreasonably withheld if such Subleases are in Section 10.1 hereofconformity with Article 17 below. If Tenant requests such consent in writing, each sublease Landlord shall have thirty (30) days within which to withhold consent (or sixty (60) days in the event the Sublease relates to a leasable area of 100,000 square feet or more), in which case Landlord shall provide written notice thereof to Tenant, and state with specificity (i) the reasons for such denial and (ii) the changes to any portion of a Facility such Sublease which would be necessary in order for Landlord to grant such consent. In the event Landlord fails to deliver written notice to Tenant withholding consent within such thirty (30) day (or where applicable, sixty (60) day) period, then Landlord shall be deemed to have consented to such Sublease, and Tenant shall be entitled to enter into such Sublease. (b) Each Sublease shall explicitly provide that it is subject and subordinate to the provisions of this Lease. (c) With respect to each Sublease, Tenant agrees to provide Landlord with a written notice at least thirty (30) days prior to the effective date of the Sublease (i) setting forth the name of such Subtenant and the use of the demised premises by such Subtenant which shall be consistent with the Allowed Uses, (ii) certifying that the term of such Sublease will not exceed the Term of this Lease, (iii) setting forth with specificity the ways in which such Subtenant will comply with Article 17 and further the educational mission of the University, and (iv) providing reasonable financial information for such Sublessee. Following Landlord's receipt of such notice, Landlord agrees to the non-disturbance and attornment provisions set forth below with respect to any Sublease for more than 5000 square feet of the leasable area within the Improvements, which shall be automatic and self-operative without the necessity of any further agreement between Landlord and the applicable Subtenant. In the alternative, Landlord agrees to enter into an attornment agreement with all Subtenants subleasing more than 5000 square feet of the leasable area within the Improvements incorporating the following provisions: (1) Commencing on the date that Subtenant enters into a Sublease with Tenant and continuing thereafter for so long as Subtenant's Lease is in full force and effect and Subtenant is not in default in payment of rent or in the performance of any other obligation required under Subtenant's Lease, Landlord agrees that, notwithstanding a termination of this Lease because of Tenant's default hereunder, Subtenant's rights and privileges under Subtenant's Sublease, or any extensions or renewals thereof provided for in Subtenant's Lease, shall provide that not be diminished or interfered with by Landlord, and Subtenant's occupancy of its subleased premises shall not be disturbed by Landlord during the term of Subtenant's Sublease and any extensions or renewals thereof. (2) Upon the cancellation or termination, for any reason whatsoever, of this Lease, or the surrender thereof, whether voluntary, involuntary or by operation of law, prior to the expiration date of Subtenant's Sublease, including any extensions and renewals of Subtenant's Sublease provided for therein (in any event not to exceed the present termination date of this Lease), Landlord may, at its option and without any obligation to do sothe execution of further instruments by Landlord or Subtenant, may require any sublessee to, at the request and option of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor under such sublease from the time of the exercise of such option succeed to the termination of such sublease, and in such case, Landlord shall not be (a) liable for any act, omission or default interest of Tenant under Subtenant's Sublease and upon such sublease occurring prior to the attornment, (b) liable for, or subject to, any offset, abatement or reduction of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior to the attornment, (c) bound by any previous modification or amendment to any such sublease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing election by Landlord or, in Subtenant shall be bound to Landlord under all of the case terms of such prepayment, such prepayment Subtenant's Sublease for the balance of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the subleased Facilityterm thereof, including any earlier termination by mutual consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect extensions or reduce any of renewals thereof provided for in Subtenant's Lease, with the obligations of Tenant hereunder, and all such obligations shall continue in full same force and effect as if no sublease had been made. No sublease shall impose any additional obligations on Subtenant's Lease was originally entered into directly by Landlord under this Lease. Anything contained in this Lease and Subtenant, and Subtenant hereby agrees to the contrary notwithstandingattorn to Landlord, Tenant shall not sublet any Facility on any basis that the rental as its landlord, such attornment to be paid by the subtenant thereunder would be based, in whole or in part, on either (i) the income or profits derived by the business activities of the subtenant, or (ii) any other formula such that any portion of the sublease rental, if received by Landlord, would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto.effective and self-

Subleases. Without limitation (a) Promptly, but in any event within five (5) Business Days, following the execution and delivery of any sublease permitted by this Article XXV, Lessee shall notify Lessor and the Agent of the prohibitions execution of such sublease and shall provide a copy of such sublease to Lessor and the Agent. As of the Commencement Date, Lessee shall lease the Property from Lessor, and any then existing tenant respecting the Property shall automatically be deemed to be a subtenant of Lessee and not a tenant of Lessor. (b) Without the prior written consent of any Financing Party and only to the extent the provisions of Sections 25.2(a), (b) and (c) are satisfied, (i) Lessee may sublet the Property or any portion thereof to any wholly-owned Subsidiary of Lessee, and (ii) Lessee may otherwise sublet up to, but not to exceed, twenty-five percent (25%) of the aggregate square footage of the Improvements of the Property to one or more Persons which are not wholly-owned Subsidiaries of Lessee; provided, with the prior written consent of the Majority Secured Parties (to be granted or withheld in the reasonable discretion of each of the Secured Parties), Lessee may sublease more than twenty-five percent (25%) of the aggregate square footage of the Improvements of the Property to one or more Persons which are not wholly-owned Subsidiaries of Lessee. Except as otherwise referenced in the immediately preceding sentence and subject to the satisfaction of the provisions of Sections 25.2(a), (b) and (c), no other subleasing with respect to the Property or any portion thereof shall be permitted without the prior written consent of the Lessor and the Majority Mortgage Lenders, which consent shall not be unreasonably delayed, denied or conditioned. (c) No sublease (referenced in Sections 25.2(a), (b) and (c) or otherwise) or other relinquishment of possession to the Property or any portion thereof shall in any way discharge or diminish any of Lessee’s obligations to Lessor hereunder and Lessee shall remain directly and primarily liable under this Lease as to the Property or any portion thereof so sublet. Respecting each sublease of the Property or any portion thereof (and without regard to whether the consent of the Lessor and the Majority Mortgage Lenders is required): (i) the terms and conditions of such sublease are commercially reasonable and the rent payable thereunder is no less than a market rent for the Property or portion thereof subject to such sublease (except rent payable pursuant to any sublease to a wholly-owned Subsidiary of Lessee may be less than a market rent); (ii) Lessor shall not be personally liable for any obligations under such sublease; (iii) Lessee shall have furnished a copy of such sublease to Lessor; (iv) if requested by Lessor, Lessee shall have furnished to Lessor prior to the effectiveness of such sublease (at Lessee’s sole cost and expense) written confirmation from an independent appraiser (reasonably acceptable to Lessor) that the condition set forth in Section 10.1 hereof, each clause (i) has been satisfied; (v) the term of such sublease of any portion of a Facility shall not extend beyond the Term; (vi) such sublease shall be expressly subject and subordinate to the provisions of this Lease and shall provide that Landlord, at its option and without any obligation to do so, may require any sublessee to, at the request and option of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor under such sublease from the time of the exercise of such option to the termination of such sublease, and in such case, Landlord shall not be Lease; and (avii) liable for any act, omission or default of Tenant under such sublease occurring prior to the attornment, (b) liable for, or subject to, any offset, abatement or reduction of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior to the attornment, (c) bound by any previous modification or amendment to any such sublease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by Landlord or, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon not diminish the expiration fair market value in any material manner, the useful life or earlier termination of this Lease with respect to the subleased Facility, including any earlier termination by mutual consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect or reduce any utility of the obligations of Tenant hereunder, and all Property or portion thereof which is subject to such obligations shall continue in full force and effect as if no sublease had been made. No sublease shall impose any additional obligations on Landlord under this Lease. Anything contained in this Lease to the contrary notwithstanding, Tenant shall not sublet any Facility on any basis that the rental to be paid by the subtenant thereunder would be based, in whole or in part, on either (i) the income or profits derived by the business activities of the subtenant, or (ii) any other formula such that any portion of the sublease rental, if received by Landlord, would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision theretosublease.

Subleases. Without limitation of the prohibitions set forth in Section 10.1 hereof, With respect to each and every sublease of any portion of a Facility shall be subject and subordinate or subletting pursuant to the provisions of this Lease Lease, it is further agreed as follows: (a) no subletting shall be for a term ending later than one (1) day prior to the Expiration Date of this Lease; (b) no sublease shall be valid, and no sublessee shall take possession of the Premises (or any portion thereof), until an executed counterpart of such sublease has been delivered to Landlord and approved by Landlord (where such approval is required), which approval shall not be unreasonably withheld or delayed; (c) each sublease shall provide that Landlordit is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and that, in the event of termination, re‑entry or dispossess by Landlord under this Lease, Landlord may, at its option option, either terminate such sublease or take over all of the right, title and without any obligation to do so, may require any sublessee to, at the request and option of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations interest of Tenant, as sublessor sublessor, under such sublease from the time of the exercise of sublease, and such option sublessee shall, at Landlord's option, attorn to Landlord pursuant to the termination then executory provisions of such sublease, and in such case, except that Landlord shall not (i) be (a) liable for any act, previous act or omission or default of Tenant under such sublease occurring prior to the attornmentsublease, (bii) liable for, or be subject to, to any offset, abatement not expressly provided in such sublease, which theretofore accrued to such subtenant against Tenant, or reduction of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior to the attornment, (ciii) be bound by any previous modification or amendment to any of such sublease or by any previous prepayment of more than one month’s 's rent, unless such ; and (d) any modification, amendment or prepayment shall have been approved in writing extension of a sublease previously consented to by Landlord or(except for a termination of the sublease, a decrease in the case length of such prepayment, such prepayment of rent has actually been delivered to Landlord, the term thereof or (d) liable for any security deposit a de minimis modification or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall amendment not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the subleased Facility, including any earlier termination by mutual consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect or reduce altering any of the obligations material financial terms of Tenant hereundersuch sublease) shall be subject to Landlord's approval, and all such obligations shall continue in full force and effect as if no sublease had been made. No sublease shall impose any additional obligations on Landlord under this Lease. Anything contained in this Lease to the contrary notwithstanding, Tenant shall not sublet any Facility on any basis that the rental to be paid by the subtenant thereunder would be based, in whole unreasonably withheld or in part, on either (i) the income or profits derived by the business activities of the subtenant, or (ii) any other formula such that any portion of the sublease rental, if received by Landlord, would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision theretodelayed.

Subleases. Without limitation Except for Subleases to individual residential Subtenants made in the ordinary course of business, and except for non-residential subleases made in the ordinary course of business on a commercially reasonable standard form of lease approved in advance by the City (with commercially reasonable changes thereto), the approval of which form shall not be unreasonably withheld, conditioned, or delayed, and for which the term does not extend beyond the term of this Lease (collectively, the "Allowed Subleases"), all Subleases shall be subject to the prior written approval and consent of the prohibitions set forth in Section 10.1 hereofCity. Allowed Sublease and all other subleases approved by the City are referred to herein as “Approved Subleases”. The following additional provisions shall apply to all Allowed Subleases and other Subleases: (a) Tenant, each sublease and Tenant's successors and assigns, shall not permit the use, occupancy or operation of the Premises or any portion thereof by any Person, unless: (i) such use, occupancy or operation is under a written Sublease, and for a term which does not extend beyond the Term of this Lease; (ii) such Sublease is with a Facility Subtenant on commercially reasonable terms and without any offsets other than those which are commercially reasonable; (iii) such Sublease includes provisions acknowledging that said Sublease shall be subject and subordinate to this Lease; (iv) such Sublease requires the proposed Subtenant to use the Premises only for the Permitted Uses herein defined; (v) such Sublease contains provisions requiring all alterations, additions, changes or improvements to the Premises to be performed in accordance with the requirements of this Lease relating to alterations, additions, changes or improvements, including without limitation, Tenant's Improvements; and (vi) such Sublease shall be otherwise in compliance with this Section 13.2. (b) All Subleases shall provide that: (i) the Subtenant agree in writing that the Subtenant will not breach, or cause Tenant to breach, any of the provisions of this Lease; (ii) any violation of any provision of this Lease, whether by act or omission by any Subtenant, shall be deemed a violation of such provision by Tenant, it being the intention and meaning of the Parties that Tenant shall assume and be liable to the City for any and all acts and omissions of any and all Subtenants with respect to this Lease, provided that this Lease and shall not be terminated due to default of any Subtenant so long as such default does not constitute or result in an Event of Default under this Lease; (iii) each Sublease shall provide that Landlordin the event this Lease is terminated prior to the expiration of such Sublease, then, subject to the provisions of any non-disturbance and attornment agreement executed by the subtenant and the City pursuant to Section 13.4, at its option the City's option, the Subtenant thereunder will either attorn to the City and without waive any obligation right the Subtenant may have to do soterminate the Sublease, or surrender possession thereunder as a result of the termination of this Lease, and the Sublease shall terminate simultaneously with the termination or expiration of this Lease; and (iv) each Sublease shall provide that in the event the Subtenant receives a written notice from the City stating that an Event of Default has occurred under this Lease, the Subtenant shall thereafter be obligated to pay all rentals accruing under such Sublease directly to the City or as the City may require any sublessee todirect. (c) All Subleases and all of the terms, covenants and provisions thereof and all rights, remedies and options of the Subtenants thereunder are and shall at all times continue to be fully subject and subordinate in all respects to this Lease as the same may be renewed, amended, supplemented, extended or replaced. This provision shall be self-operative and no further instrument shall be required to confirm or perfect such subordination. However, at the request and option of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor under such sublease from the time of the exercise of City, Tenant shall request Subtenants not parties to Allowed Residential Subleases to execute and deliver such option other documents and take such other action as the City reasonably requests to the termination of perfect, confirm or effectuate such subleasesubordination. If, and in such case, Landlord shall not be (a) liable for any actreason, omission this Lease is terminated by summary proceedings or default of Tenant under such sublease occurring prior to for any other reason whatsoever, the attornmentSubleases shall automatically terminate, (b) liable for, or subject to, except as may be provided in any offset, abatement or reduction of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior to Non-Disturbance Agreement between the attornment, (c) bound by any previous modification or amendment to any such sublease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by Landlord or, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or City and a Subtenant. (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect Notwithstanding anything to the subleased Facility, including any earlier termination by mutual consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as if no sublease had been made. No sublease shall impose any additional obligations on Landlord under this Lease. Anything contrary contained in this Lease to the contrary notwithstandingLease, Tenant shall not sublet any Facility on any basis that the rental to be paid by the subtenant thereunder would be based, in whole a Sublease of all or in part, on either substantially all (i) the income or profits derived by the business activities of the subtenant, or (ii) any other formula such that any portion of the sublease rental, if received by Landlord, would fail to qualify as “rents from real property” within the meaning of Section 856(dmore than 55%) of the CodePremises (regardless of the term thereof) shall require the prior written consent of the City . (e) Furthermore, or any similar or successor provision theretoto the extent required by applicable law, all subleases are subject to the review and approval of NPS.

Subleases. Without limitation Sublessee may not enter into any sublease of the prohibitions set forth in Section 10.1 hereof, each sublease of any portion of a Facility Subleased Premises without Sublessor’s prior written approval. Any request for Sublessor’s approval shall be subject and subordinate made at least forty-five (45) days prior to the provisions commencement of this Lease such tenancy and shall provide that Landlord, at its option detailed information concerning the identity and without any obligation to do so, may require any sublessee to, at the request and option of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor under such sublease from the time financial condition of the exercise proposed sublessee and the terms and conditions of such option to the termination of such proposed sublease, and in such case, Landlord . Sublessor shall not be (a) liable for any act, omission or default of Tenant under such sublease occurring prior to the attornment, (b) liable for, or subject to, any offset, abatement or reduction of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior to the attornment, (c) bound by any previous modification or amendment to any such sublease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by Landlord or, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant unreasonably withhold its consent to such sublease unless such security deposit or if: (1) the use of the Subleased Premises associated with any sublease(s) is permitted under Article 8, (2) the sublease(s) are consistent with the terms and conditions of this Sublease and the Primary Sublease; provided, however, that Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other collateral obligations to be performed by Sublessee under this Sublease, (4) the proposed sublessee is financially and operationally responsible and (5) PDA has actually been delivered given its approval to Landlordthe proposed sublease. [In the event the rent for the Subleased Premises exceeds the rental charged to Sublessee under Article 4, Sublessee shall remit sixty percent (60%) of such excess to Sublessor upon receipt by Sublessee; provided, however, that Landlord any rental received by Sublessee during a period in which no rental is due to Sublessor shall not require such attornment with respect be paid in its entirety to any sublease, then such sublease shall automatically terminate upon Sublessor. Sublessor acknowledges that the expiration or earlier termination use of this Lease with respect to the subleased Facility, including any earlier termination Premises by mutual consent of Landlord and Tenant. No sublease made as permitted PC Connection Sales Corporation is contemplated by this Section 10 shall affect or reduce any of the obligations of Tenant hereunder, Sublease and all such obligations shall continue in full force and effect as if no does not constitute a sublease had been made. No sublease shall impose any additional obligations on Landlord under this Lease. Anything contained in this Lease to the contrary notwithstanding, Tenant shall not sublet any Facility on any basis that the rental to be paid by the subtenant thereunder would be based, in whole or in part, on either (i) the income or profits derived by the business activities of the subtenant, or (ii) any other formula such that any portion of the sublease rental, if received by Landlord, would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision theretoSection.

Subleases. Without limitation Lessee shall have the right, with the written consent of Xxxxxx, such consent not to be unreasonably withheld, delayed or conditioned upon a renegotiation of any of the prohibitions set forth in Section 10.1 hereofterms of this Lease, each to license, sublease or otherwise allow the occupancy of any all or a portion of the Premises and the Improvements. If Lessee licenses or subleases a Facility portion of the Premises to a third party for the purpose of sending and receiving telecommunications signals (each such grant a “Sublease”) then Lessee agrees to pay to Lessor, as additional rent, (“Co-Location Rent”), the following amounts: (i) in the event that the Sublease is with a major wireless carrier, such as Verizon, AT&T or T-Mobile, the Co-Location Rent shall be Six Hundred and No/100 Dollars ($600.00) per month, and (ii) in the event that Lessee enters into a Sublease with any entity other than a major wireless carrier, the Co-Location Rent shall be an amount equal to Three Hundred and No/100 Dollars ($300.00) per month. Co-Location Rent shall be paid under the following conditions: (i) Lessee shall not be required to pay Lessor the Co-Location Rent for the first or initial Sublease of a major wireless carrier (“Anchor Tenant”), and (ii) Co-Location Rent is not subject to an escalator. In the event the Anchor Tenant vacates the Premises, Lessee shall have the right to substitute the Anchor Tenant with an existing sublessee or licensee who shall become the new Anchor Tenant. The Co-Location Rent for each such Sublease shall commence beginning on the first day of the month following the commencement date of each Sublease and subordinate continue through the term of that respective Sublease. That portion of the Rent attributable to the provisions Co- Location Rent shall terminate at the end of this Lease the month during which each Sublease terminates or expires, whichever is earlier, and Rent thereafter shall provide that Landlordbe reduced by an amount equal to the Co- Location Rent for each such Sublease as of the date of such expiration or termination. Lessee shall have sole discretion as to whether, at its option and without on what terms, to enter into, amend or terminate any such Sublease, and there shall be no express or implied obligation of Lessee to do so, may require nor is Lessor a third party beneficiary of any sublessee toSublease. Lessee’s approved licensee(s) and sublessee(s) shall be entitled to modify the tower and Improvements, at and erect and install additional improvements and personal property on the request Premises and option Improvements, including but not limited to antennas, dishes, cabling, utilities, emergency or back up power, generators, and equipment shelters. Lessee’s approved licensee(s) and sublessee(s) shall be entitled to all rights of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor under such sublease from the time of the exercise of such option ingress and egress to the termination of such subleasePremises, the right to install utilities on the Premises and in such case, Landlord shall not be (a) liable the right to use the Premises for any act, omission or default of Tenant under such sublease occurring prior to the attornment, (b) liable for, or subject to, any offset, abatement or reduction of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior to the attornment, (c) bound by any previous modification or amendment to any such sublease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by Landlord or, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the subleased Facility, including any earlier termination by mutual consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect Intended Use as if no sublease had been made. No sublease shall impose any additional obligations on Landlord said licensee or sublessee were the Lessee under this Lease. Anything contained in this Lease to the contrary notwithstanding, Tenant shall not sublet any Facility on any basis that the rental to be paid by the subtenant thereunder would be based, in whole or in part, on either (i) the income or profits derived by the business activities of the subtenant, or (ii) any other formula such that any portion of the sublease rental, if received by Landlord, would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto.

Subleases. Without limitation Tenant shall have the right to sublease up to ten percent (10%) of the prohibitions set forth in Section 10.1 hereofof the square footage of the Improvements and up to ten percent (10%) of the square footage of the Premises that is outside the footprint of the Hotel and Restaurant building envelope without Landlord’s prior written consent, each sublease of any portion of a Facility shall be but subject and subordinate to the provisions of this Lease and shall provide that Landlord, at its option and without any obligation to do so, may require any sublessee to, at the request and option of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor under such following conditions: A. Such sublease from the time of the exercise of such option to the termination of such sublease, and in such case, Landlord shall not be (a) liable for any act, omission or default valid and such sublessee shall not take possession until an executed counterpart of Tenant under such the sublease occurring prior to the attornment, (b) liable for, or subject to, any offset, abatement or reduction of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior to the attornment, (c) bound by any previous modification or amendment to any such sublease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by Landlord or, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered . B. Any subtenant shall have agreed in writing to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment comply with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination all applicable terms and conditions of this Ground Lease with respect to the subleased space or area that is the subject of the sublease. C. No subletting shall release Tenant of Tenant’s obligations under this Ground Lease or alter the liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunder. In the event of default by subtenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such subtenant. Any sublease which together with all other then-existing subleases would exceed the percentage thresholds set forth above shall be subject to Landlord’s prior written approval not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, (i) any sublease of the Charter Yacht Facility, including any earlier termination by mutual consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect renewal or reduce any extension of the obligations of Tenant hereunderHornBlower Sublease, shall be subject to Landlord’s prior written approval not to be unreasonably withheld, conditioned or delayed, and all such obligations shall continue in full force and effect as if no sublease had been made. No sublease shall impose any additional obligations on Landlord under this Lease. Anything contained in this Lease to the contrary notwithstanding, (ii) Tenant shall not sublet be permitted to sublease any Facility on any basis that Hotel rooms; provided that, the rental foregoing restriction shall not apply to be paid by the subtenant thereunder would be based, in whole or in part, on either (i) the income or profits derived by the business activities ordinary course operation of the subtenant, or (ii) any other formula such that any portion of the sublease rental, if received by Landlord, would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision theretoHotel.

Subleases. Without limitation (a) Promptly, but in any event within five (5) Business Days, following the execution and delivery of any sublease permitted by this Article XXIV, Lessee shall notify Lessor of the prohibitions set forth in Section 10.1 hereofexecution of such sublease. As of the Closing Date, each sublease Lessee shall lease the Property from Lessor, and any existing tenant respecting the Property shall automatically be deemed to be a subtenant of Lessee and not a tenant of Lessor. (b) Provided no Lease Default or Lease Event of Default has occurred and is continuing, Lessee may, without the prior written consent of any Financing Party or any other Person and subject to the other provisions of this Section 24.2, sublet the Property or a portion thereof to Parent or any Subsidiary of the Parent. Lessee may otherwise sublet the Property or portion thereof to any Person (other than to Parent or a Facility Subsidiary of the Parent) only with the consent of Lessor and the Majority Lenders (such consent not to be unreasonably withheld or delayed). (c) No sublease (referenced in this Section 24.2 or otherwise) or other relinquishment of possession to the Property shall in any way discharge or diminish any obligation of any Credit Party to Lessor hereunder or under any of the other Operative Agreements and Lessee shall remain directly and primarily liable under this Lease as to the Property, or portion thereof, so sublet. (d) No sublease (referenced in this Section 24.2 or otherwise) shall extend beyond the Term of this Lease except with the consent of Lessor and the Majority Lenders (such consent not to be unreasonably withheld, conditioned or delayed) and each such sublease shall be expressly subject and subordinate to the provisions this Lease. (e) No sublease hereunder, whether or not to an Affiliate of this Lease and Lessee, shall provide that Landlordsubject any Financing Party to regulation by any Governmental Authority to which any Financing Party would not have been subject but for such sublease, at its option and without any obligation to do so, may require nor shall any sublessee tobe subject to a proceeding under bankruptcy, insolvency or similar laws at the request and option of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor under such sublease from the time of the exercise of such option to the termination of such sublease, and in such case, Landlord nor shall not be (a) liable for any act, omission or default of Tenant under such sublease occurring prior to the attornment, (b) liable for, create a Lease Default or subject to, any offset, abatement or reduction Lease Event of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior to the attornment, (c) bound by any previous modification or amendment to any such sublease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by Landlord or, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the subleased Facility, including any earlier termination by mutual consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect or reduce any of the obligations of Tenant Default hereunder, and all such obligations shall continue in full force and effect as if no sublease had been made. No sublease shall impose any additional obligations on Landlord under this Lease. Anything contained in this Lease to the contrary notwithstanding, Tenant shall not sublet any Facility on any basis that the rental to be paid by the subtenant thereunder would be based, in whole or in part, on either (i) the income or profits derived by the business activities of the subtenant, or (ii) any other formula such that any portion of the sublease rental, if received by Landlord, would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto.

Subleases. Without limitation of the prohibitions set forth in Section 10.1 hereof, With respect to each and every sublease of any portion of a Facility shall be subject and subordinate or subletting pursuant to the provisions of this Lease Lease, it is further agreed as follows: (i) no subletting shall be for a term ending later than one (1) day prior to the Expiration Date of this Lease; (ii) no sublease shall be valid, and no sublessee shall take possession of the Premises (or any portion thereof), until an executed counterpart of such sublease has been delivered to Landlord and approved by Landlord (where such approval is required), which approval shall not be unreasonably withheld or delayed; (iii) each sublease shall provide that Landlordit is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and that, in the event of termination, re-entry or dispossess by Landlord under this Lease, Landlord may, at its option option, either terminate such sublease or take over all of the right, title and without any obligation to do so, may require any sublessee to, at the request and option of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations interest of Tenant, as sublessor sublessor, under such sublease from the time of the exercise of sublease, and such option sublessee shall, at Landlord’s option, attorn to Landlord pursuant to the termination then executory provisions of such sublease, and in such case, except that Landlord shall not (I) be (a) liable for any act, previous act or omission or default of Tenant under such sublease occurring prior to the attornmentsublease, (bII) liable for, or be subject to, to any offset, abatement not expressly provided in such sublease, which theretofore accrued to such subtenant against Tenant, or reduction of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior to the attornment, (cIII) be bound by any previous modification or amendment to any of such sublease or by any previous prepayment of more than one month’s rent, unless such ; and (iv) any modification, amendment or prepayment shall have been approved in writing extension of a sublease previously consented to by Landlord or(except for a termination of the sublease, a decrease in the case length of such prepayment, such prepayment of rent has actually been delivered to Landlord, the term thereof or (d) liable for any security deposit a de minimis modification or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall amendment not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the subleased Facility, including any earlier termination by mutual consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect or reduce altering any of the obligations material financial terms of Tenant hereunder, and all such obligations sublease) shall continue in full force and effect as if no sublease had been made. No sublease shall impose any additional obligations on Landlord under this Lease. Anything contained in this Lease to the contrary notwithstanding, Tenant shall not sublet any Facility on any basis that the rental be deemed to be paid by the subtenant thereunder would be based, in whole or in part, on either (i) the income or profits derived by the business activities a new sublease subject to all of the subtenant, or (ii) any other formula such that any portion terms and conditions of the sublease rental, if received by Landlord, would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision theretothis Article 8.

Subleases. Without limitation (a) Promptly but in any event within five (5) days following the execution and delivery of any sublease permitted by this Article XXV, Lessee shall notify Lessor and the Agent of the prohibitions execution of such sublease. As of the date of each Lease Supplement, Lessee shall lease the respective Properties described in such Lease Supplement from Lessor, and any existing tenant respecting such Property shall automatically be deemed to be a subtenant of Lessee and not a tenant of Lessor. (b) Lessee may, without the consent of Lessor, sublet not more than twenty percent (20%) of the square footage of the Improvements on any specific Property to sublessees who use the sublet portion of the Improvements only for educational purposes, job training, food and commissary services or maintenance purposes; provided that in any event, Lessee shall remain fully liable for all obligations (including without limitation all Rent and other obligations with respect to such subleased Properties and any other Properties) under this Lease, each Lease Supplement and the other Operative Agreements. Any such sublease of any Property shall be on commercially reasonable terms and at market rates, and such Property shall continue to be used for the purposes set forth in this paragraph and in the definition of "Property." Except as set forth in this Section 10.1 hereof25.2(b), Lessee may not sublet any Property or portion thereof without first obtaining the prior written consent of the Lessor and the Agent, which consent may be given or withheld in the sole discretion of each such party. (c) No such sublease or other relinquishment of possession to any Property shall in any way discharge or diminish any of Lessee's obligations to Lessor hereunder and Lessee shall remain directly and primarily liable under this Lease as to the Property, or portion thereof, so sublet. (d) Any sublease of any Property or portion of a Facility thereof shall be subject subject, and expressly subordinate to the provisions rights of the Lessor, the Agent, the Lenders and the Holders under this Lease Lease, the Security Agreement, each Mortgage Instrument and all other Operative Agreements. Each insurance policy carried by Lessee pursuant to Article XIV hereof shall provide that Landlord, at its option and without be endorsed to name each sublessee under any obligation to do so, may require any sublessee to, at the request and option of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor under such sublease from the time of the exercise of such option as an additional insured. Prior to the termination effectiveness of any such sublease, and in such case, Landlord Lessee shall not be (a) liable for any act, omission or default of Tenant under such sublease occurring prior deliver a copy thereof to the attornment, (b) liable for, or subject to, any offset, abatement or reduction of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior to Lessor and the attornment, (c) bound by any previous modification or amendment to any such sublease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by Landlord or, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect to the subleased Facility, including any earlier termination by mutual consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect or reduce any of the obligations of Tenant hereunder, and all such obligations shall continue in full force and effect as if no sublease had been made. No sublease shall impose any additional obligations on Landlord under this Lease. Anything contained in this Lease to the contrary notwithstanding, Tenant shall not sublet any Facility on any basis that the rental to be paid by the subtenant thereunder would be based, in whole or in part, on either (i) the income or profits derived by the business activities of the subtenant, or (ii) any other formula such that any portion of the sublease rental, if received by Landlord, would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision theretoAgent.

Subleases. Without limitation Except as provided in 21.1 above, Sublessee shall not enter into any sublease of the prohibitions set forth in Section 10.1 hereofSubleased Premises without Sublessor’s, each sublease of any portion of a Facility and, under the Primary Sublease, PDA’s prior written approval. Any request for Sublessor’s (and, PDA’s) approval shall be subject and subordinate made at least 21 days prior to the provisions commencement of this Lease such tenancy, and shall provide that Landlord, at its option reasonably detailed information concerning the identity and without any obligation to do so, may require any sublessee to, at the request and option of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor under such sublease from the time financial condition of the exercise proposed sublessee and the terms and conditions of such option to the termination of such proposed sublease, and in such case, Landlord . Sublessor shall not be (a) liable for any act, omission or default of Tenant under such sublease occurring prior to the attornment, (b) liable for, or subject to, any offset, abatement or reduction of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior to the attornment, (c) bound by any previous modification or amendment to any such sublease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by Landlord or, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant unreasonably withhold its consent to such sublease unless if (1) the use of the Subleased Premises is a permitted use under this lease; (2) the sublease is consistent with the terms and conditions of this Sublease; (3) Sublessee remains primarily liable to Sublessor to pay rent and perform all other obligations to be performed by Sublessee under this Sublease. If Sublessor shall fail to respond to the Sublessee’s request within 15 days after receipt of the request, such security deposit request shall be deemed approved by Sublessor.” If PDA shall fail to respond to Sublessee’s request within 21 days after receipt of the request, such request shall be deemed approved by PDA. 8. The following shall be added to Section 21.5; “Sublessee further agrees that in the event of any authorized sublease or other collateral has actually been assignment of the under this Section 21, it shall provide each Sublessor, PDA, the Air Force, the EPA and NHDES, by certified mail, a copy of the agreement of sublease or assignment within 14 days after the effective date of such transaction. Sublessee may delete from the copies delivered to Landlord. In the event that Landlord Air Force, the EPA and NHDES the financial terms and other proprietary information contained therein.” Section 22.1 shall be amended by deleting therefrom the phrase at the end which reads, “ but Sublessee shall have no responsibility for contamination not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration caused by Sublessee or earlier termination of this Lease with respect to the subleased Facility, including any earlier termination by mutual consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect or reduce any of the obligations of Tenant hereunderits agents.”, and all such obligations adding the following in its place; “… but Sublessee shall continue have no responsibility for contamination not caused by Sublessee or its sublessees, assignees, contractors or agents.” 10. A. Section 22.4 shall be amended by deleting from the last sentence thereof the phrase, “Sublessee’s liability being limited to matters relating to its own activities.”, and adding the following in full force its place; “…Sublessee’s liability being limited to matters relating to its own or its sublessees, assignees, contractors and effect as if no sublease had been made. No sublease shall impose any additional obligations on Landlord under this Lease. Anything contained in this Lease to the contrary notwithstanding, Tenant shall not sublet any Facility on any basis that the rental to be paid by the subtenant thereunder would be based, in whole or in part, on either (i) the income or profits derived by the business activities of the subtenant, or (ii) any other formula such that any portion of the sublease rental, if received by Landlord, would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision theretoagents’ activities.”

Subleases. Without limitation All Resident Subleases shall be in compliance with the applicable regulations of the prohibitions set forth in Section 10.1 hereofCalifornia Tax Credit Allocation Committee and the applicable requirements of the Tax Credit Regulatory Agreement, each sublease of any portion of a Facility and shall be subject and subordinate to the following provisions of this Lease and restrictions: Each Resident Sublease shall provide that Landlordcontain a provision, at its option and without any obligation satisfactory to do soLessor, may require any sublessee to, at requiring the request and option of Landlord, Subtenant to attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor under such sublease from the time of the exercise of such option to the termination of such sublease, and in such case, Landlord shall not be Lessor upon (a) liable for any actan Event of Default by Lessee under this Lease, omission or default of Tenant under such sublease occurring prior to the attornment, and (b) liable for, or subject to, any offset, abatement or reduction receipt by such Subtenant of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior to the attornment, (c) bound by any previous modification or amendment to any such sublease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by Landlord or, in the case written notice of such prepayment, Event of Default and instructions to make such prepayment of rent has actually been delivered Subtenant’s rental payments to Landlord, or (d) liable for Lessor. On any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease unless such security deposit or other collateral has actually been delivered to Landlord. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the expiration or earlier termination of this Lease with respect prior to the subleased Facility, including any earlier termination by mutual consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect or reduce any expiration of the obligations Term, all of Tenant hereunderLessee’s interest as sublessor under any and all existing valid and enforceable Resident Subleases for which Lessor has issued a non-disturbance agreement shall be deemed automatically assigned, transferred, and conveyed to Lessor and subtenants under such Resident Subleases shall be deemed to have attorned to Lessor. Lessor shall thereafter be bound on such Resident Subleases to the same extent Lessee, as sublessor, was bound thereunder and Lessor shall have all the rights under such obligations Resident Subleases that Lessee, as sublessor, had under such Resident Subleases; provided, however, that any amendments to any such Resident Sublease made after the issuance of a non-disturbance agreement to a subtenant shall continue in full force not be binding on Lessor. Each Resident Sublease shall expressly provide that it is subject to each and effect as if no sublease had been made. No sublease shall impose any additional obligations on Landlord under all of the covenants, conditions, restrictions, and provisions of this Lease. Anything contained in this Lease to the contrary notwithstanding, Tenant shall not sublet any Facility on any basis that the rental to be paid by the subtenant thereunder would be based, in whole or in part, on either (i) the income or profits derived by the business activities of the subtenant, or (ii) any other formula such that any portion of the sublease rental, if received by Landlord, would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto.

Subleases. Without limitation Except as provided in 21.1 above, Sublessee shall not ----- enter into any sublease of the prohibitions set forth in Section 10.1 hereof, each sublease of any portion of a Facility Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval shall be subject and subordinate made at least 21 days prior to the provisions commencement of this Lease such tenancy, and shall provide that Landlord, at its option reasonably detailed information concerning the identity and without any obligation to do so, may require any sublessee to, at the request and option of Landlord, attorn to Landlord, in which event Landlord shall undertake the obligations of Tenant, as sublessor under such sublease from the time financial condition of the exercise proposed sublessee and the terms and conditions of such option to the termination of such proposed sublease, and in such case, Landlord . Sublessor shall not be (a) liable for any act, omission or default of Tenant under such sublease occurring prior to the attornment, (b) liable for, or subject to, any offset, abatement or reduction of rent or other consideration under such sublease because of any default of Tenant under such sublease occurring prior to the attornment, (c) bound by any previous modification or amendment to any such sublease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by Landlord or, in the case of such prepayment, such prepayment of rent has actually been delivered to Landlord, or (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant unreasonably withhold its consent to such sublease unless if (1) the use of the Subleased Premises is a permitted use under this lease; (2) the sublease is consistent with the terms and conditions of this Sublease; (3) Sublessee remains primarily liable to Sublessor to pay rent and perform all other obligations to be performed by Sublessee under this Sublease. 38 <PAGE> If Sublessor shall fail to respond to the Sublessee's request within 15 days after receipt of the request, such security deposit or other collateral has actually been delivered to Landlordrequest shall be deemed approved. In the event that Landlord the rent for the Subleases Premises shall exceed the per square foot rent charged to the Sublessee under this lease, Sublessee shall remit 50% of the excess to Sublessor upon receipt by Sublessee. In calculating any excess rent payable by Sublessee to Sublessor pursuant to this provision, Sublessee shall first be entitled to deduct all out of pocket direct expenses incurred by the sublessee, including but not limited to brokerage and legal fees, tenant allowances and tenant improvements. Excepting leases to affiliates and subsidiaries, in no event shall the rent charged by the Sublessee be less than the 75% of the Market Rent as defined in this Sublease. Sublessee shall not require such attornment with respect employ a broker to market the Subleased Premises or any subleaseportion thereof other than Sublessor's agent The Xxxx Company, then such sublease Inc. (or its successor). This provision shall automatically terminate upon not apply in the expiration or earlier termination of this Lease with respect to the subleased Facility, including any earlier termination by mutual consent of Landlord and Tenant. No sublease made as permitted by this Section 10 shall affect or reduce any event that 85% of the obligations of Tenant hereunderownership interest in the Sublessor shall change, and all such obligations in which event the Sublessor shall continue in full force and effect as so notify the Sublessee. The foregoing shall not be construed to prevent Sublessee from procuring subtenants by itself or through non-broker representatives. Sublessor shall cause The Xxxx Company, Inc. to use its best efforts to market the Subleased Premises if no sublease had been made. No sublease shall impose any additional obligations on Landlord called upon under this Lease. Anything contained in this Lease to the contrary notwithstanding, Tenant shall not sublet any Facility on any basis that the rental to be paid by the subtenant thereunder would be based, in whole or in part, on either (i) the income or profits derived by the business activities of the subtenant, or (ii) any other formula such that any portion of the sublease rental, if received by Landlord, would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision theretosubparagraph.