Common use of Subleases Clause in Contracts

Subleases. Sublessee may not enter into any sublease of the land area --------- of the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval shall be made at least thirty (30) days prior to the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease 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 obligations to be 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 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 apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from Sublessee.

Subleases. Sublessee may not (a) For each Subleased Real Estate Lease designated to be subleased pursuant to Section 2.1.6(b), the relevant Seller, as sublandlord, and the Purchaser or a Designated Purchaser, as subtenant, will enter into any a sublease in the form attached hereto as Exhibit K (each such sublease a “Sublease”) at Closing with a term to expire, on the one (1) year anniversary of the land area --------- Closing Date, with respect to the portion of the Subleased Premises without Sublessor's prior written approval. Any request applicable property to be used by the Purchaser or a Designated Purchaser for Sublessor's approval 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 made at least thirty (30) days based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior to the commencement Closing 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 such tenancy and shall provide detailed information concerning the identity and financial condition that portion of the proposed sublessee premises to be subject to the related Sublease and the terms premises not to be subject to the related Sublease and conditions which shall not, in any instance, take into account any plans of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent Purchaser to such sublease if relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information (1subject to confidentiality limitations) on the use of subleased premises to 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 Subleaseother; provided, howeverthat 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 to the Sellers’ reasonable approval. Prior to Closing, that Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent Sellers will not engage in any segregation and to perform all other obligations demising activities to be performed by Sublessee under this Subleaseundertaken (x) in order to maintain the marketability of the applicable premises prior to Closing or (y) in order to move any Owned Equipment from the applicable premises. (c) The relevant Sellers shall provide, or cause a third party services provider (each, including any of its subcontractors, a “Service Provider”) to provide, with respect to any space subject to a sublease, to the Purchaser or its Affiliate services which are substantially the same in scope as the services which have been normally and (4) customarily provided to the proposed sublessee is financially and operationally responsibleapplicable space prior to Closing. In the event the rent for the land area consideration of the Subleased Premises exceeds the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%) provision of such excess services by the respective Seller or Service Provider, the Purchaser shall pay to Sublessor upon receipt by Sublessee; provided, however, that any rental received by Sublessee during the Sellers a period monthly fee at each Site (as described in which no rental is due a schedule to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from Sublesseerelevant sublease).

Subleases. Sublessee may not enter into any sublease of the land area --------- of the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval shall be made at least thirty (30) days prior to the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease if if. (1) the use of the Subleased Premises associated associated-with any sublease(ssubleases) is permitted under Article 9, (2) the sublease(ssubleases) 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 obligations to be 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 5ublessor 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 in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more xxxx buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(sbuildings) they are subleasing from Sublessee.

Subleases. Sublessee may not enter into any sublease of the land area --------- of the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval shall be made at least thirty (30) days prior to the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease if (1) the use of the Subleased Premises associated with any sublease(s) is permitted under Article 9Except as specified on Schedule 3.8(c), (2A) the sublease(s) are consistent with the terms and conditions of this Sublease; providedSeller has not subleased, 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 obligations to be 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 licensed or otherwise granted 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 apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have Person the right to use some or occupy any portion of any Leased Real Property; (B) each Sublease is in full force and effect in all material respects; (C) there are no material disputes with respect to any Sublease or any Subleased Real Property; (D) neither Seller or any other party to any Sublease is in material breach or default under any Sublease, and no event has occurred or circumstance exists which, with the delivery of notice, the land area passage of time or both, would constitute a breach or default under any Sublease; (E) no portion of any security deposit tendered in accordance with any Sublease has been applied with respect to a breach or default under such Sublease which has not been restored in full; (F) the subtenant, licensee or occupant of each Subleased Real Property has not assigned any rights or interests under any Sublease and has not subleased, licensed or otherwise granted the right to use or occupy any portion of the Subleased Premises Real Property to any Person; (G) Seller does not owe, and will not owe in connection the future, any brokerage commissions or finder's fees with their use respect to any Sublease; (H) no party to any Sublease (other than Seller) is an affiliate of Seller or otherwise has any economic interest in Seller; and enjoyment (I) Seller has not collaterally assigned or granted any other security interest in any Sublease; (J) to Seller's Knowledge, there are no Liens or encumbrances on the estate or interest created by any Sublease; (K) Seller has paid all inducements owing with respect to each Sublease and has constructed all improvements required to be constructed in accordance with each Sublease; and (L) no person or firm possesses or occupies, or has the right to possess or occupy, any portion of the building(s) they are subleasing from SublesseeSubleased Real Property, except the subtenant under the applicable Sublease.

Subleases. Sublessee (a) At any time during the Term, Tenant may sublease all or portion of the Premises or any improvements thereon to subtenants ("Subtenants"), provided that until Substantial Completion of the Project, Tenant may not sublease all or substantially all of the Premises to a single Person or to Persons that are Affiliates. (b) Landlord shall enter into a non-disturbance agreement with any Subtenant upon request by such Subtenant or Tenant. The non-disturbance agreement will provide that, notwithstanding the termination of this Lease, the Subtenant sublease ("Sublease") will continue for the duration of its term and any extensions thereof as a direct lease between Landlord and the land area --------- of Subtenant; provided, however, the Subleased Premises without Sublessor's prior written approval. Any request non-disturbance agreement will be conditioned on the following: (i) Landlord will not be liable to any Subtenant for Sublessor's approval shall any security deposits (unless the security deposit has been delivered to Landlord) under its Sublease, nor will Landlord be made at least bound by any rental which is paid more than thirty (30) days prior to the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition in advance of the proposed sublessee and due date under the terms and conditions of the proposed sublease. Sublessor Sublease; (ii) the Subtenant shall not unreasonably withhold 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 act or delay its consent 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 if (1) in the use event Landlord fails to perform any obligation of Tenant that remains unperformed as of the Subleased Premises associated 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 Landlord concurrently 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 obligations to be performed by Sublessee under this Sublease, and (4) the proposed sublessee is financially and operationally responsible. In the event the rent request 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 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 apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from Sublesseenon-disturbance agreement.

Subleases. Sublessee may not enter into any 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 land area --------- 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 Subleased Premises without Sublessor's prior written approval. Any request exercise of such option to the termination of such sublease, and in such case, Landlord shall not be (a) liable for Sublessor's approval shall be made at least thirty (30) days any act, omission or default of Tenant under such sublease occurring prior to the commencement 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 tenancy and shall provide detailed information concerning the identity and financial condition prepayment, such prepayment of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold rent has actually been delivered to Landlord, or delay its consent (d) liable for any security deposit or other collateral deposited or delivered to Tenant pursuant to such sublease 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 unless such security deposit or other collateral has actually been delivered to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this Sublease, and (4) the proposed sublessee is financially and operationally responsibleLandlord. In the event that Landlord shall not require such attornment with respect to any sublease, then such sublease shall automatically terminate upon the rent for expiration or earlier termination of this Lease with respect to the land area 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 Subleased Premises exceeds 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 charged to Sublessee under Article 4be paid by the subtenant thereunder would be based, Sublessee shall remit fifty percent in whole or in part, on either (50%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 such excess to Sublessor upon receipt by Sublessee; providedthe Code, however, that or 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 apply to subleases pursuant to which Sublessee is leasing one similar or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from Sublesseesuccessor provision thereto.

Subleases. Sublessee (a) Except as set forth in this Section 25.2(a), Lessee may not enter into 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 is in writing and is expressly subject and subordinate to the 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 as to the Property so sublet. (d) Each insurance policy carried by Lessee pursuant to ARTICLE XIV hereof shall be endorsed to name each sublessee under any such sublease as an additional insured. Prior to the 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 land area --------- execution of such sublease. As of the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval date of each Lease Supplement, Lessee shall be made at least thirty (30) days prior to lease the commencement of respective Properties described in such tenancy and shall provide detailed information concerning the identity and financial condition of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease 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 obligations to be performed by Sublessee under this SubleaseLease Supplement from Lessor, and (4without limiting the generality of SECTIONS 25.2(A) the proposed sublessee is financially - (D)) any existing tenant respecting such Property shall automatically be deemed to be a subtenant of Lessee and operationally responsible. In the event the rent for the land area not a tenant 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 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 apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from SublesseeLessor.

Subleases. Sublessee may not (a) From the date hereof until the date that is 90 days after the Closing (the “End Date”), CCIA and CLNC shall, and shall cause their respective controlled Affiliates to, use commercially reasonable efforts to (1) obtain the consent of the NY Landlord, in form and substance reasonably acceptable to CCIA and CLNC (the “NY Landlord Consent”) to enter into any an agreement for the sublease of certain premises under the land area --------- of the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval NY Office Lease to CLNC Advisors; provided, that neither Party nor their respective Affiliates shall be made required to pay any fees to the NY Landlord or agree to any concessions to the NY Landlord in order to obtain the NY Landlord Consent, and (2) negotiate and enter into a sublease for the NY Office Lease on terms consistent in all material respects with the term sheet attached hereto as Exhibit E-1 (the “NY Office Sublease Term Sheet” and such sublease, the “NY Office Sublease”). If the NY Landlord Consent is obtained at least thirty (30) days or prior to the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition of the proposed sublessee Closing and the terms CCIA and conditions of CLNC have negotiated to completion the proposed sublease. Sublessor shall not unreasonably withhold NY Office Sublease at or delay its consent prior to such sublease if the Closing, then at the Closing (1) each of CCIA and CLNC Advisors shall deliver, or cause to be delivered, the NY Office Sublease to the other party thereto, (2) Manager shall assign, or cause to be assigned, the tangible and intangible personal property of the Business set forth on Section 4.17(a) of the Disclosure Schedules (“NY Office Personal Property”) to CLNC pursuant to the Assignment and Assumption and (3) CLNC shall pay, or cause to be paid, $180,000 in respect of the leasehold interest underlying the NY Office Sublease (the “NY Office Sublease Amount”) and $81,008 in respect of the NY Office Personal Property, in each case by wire transfer of immediately available funds to an account or accounts designated in writing by Manager or CCIA to CLNC prior to the Closing Date. (b) If the NY Landlord Consent is not obtained at or prior to the Closing or CCIA and CLNC have not negotiated to completion the NY Office Sublease at or prior to the Closing, then (1) at the Closing, Manager shall assign, or cause to be assigned, the tangible personal property of the Business set forth on Section 4.17(b) of the Disclosure Schedules (“User Equipment”) to CLNC pursuant to the Assignment and Assumption, (2) at the Closing, CLNC shall pay, or cause to be paid, $20,124 in respect of the User Equipment by wire transfer of immediately available funds to an account or accounts designated in writing by Manager or CCIA to CLNC prior to the Closing Date, and (3) from and after the Closing until the End Date, CCIA and CLNC shall, and shall cause their respective controlled Affiliates to, use commercially reasonable efforts to obtain the NY Landlord Consent. From the Closing and until the earlier of (i) the End Date and (ii) such time as the NY Landlord Consent is obtained and the NY Office Sublease is executed by CCIA and CLNC Advisors, Manager shall provide, or cause to be provided, to CLNC 14.9% of the overall floor premises (the “Temporary Premises”) for office use, which Temporary Premises shall be located on the 33rd floor of 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, and in consideration of such use CLNC shall pay to the NY Tenant rent in the amount of (a) Forty-One Thousand Seventeen Dollars ($41,017) per month plus (b) 14.9% of any Additional Rent, each as defined in the NY Office Lease, payable under the NY Office Lease for such applicable amount of time, in each case prorated for the calendar days in any partial month prior to receipt of the NY Landlord consent. CLNC acknowledges receipt of a copy of the NY Office Lease and agrees that it will abide by all of the use obligations of the NY Tenant in the NY Office Lease with respect to the use of the Subleased Premises associated with Temporary Premises, including without limitation the provisions of Section 12.10 of the NY Office Lease governing “Desk Space Users”, and shall not cause any sublease(scondition which will cause a default by the NY Tenant under the Master Lease. (c) If the NY Landlord Consent is permitted under Article 9obtained following the Closing and by the End Date, (1) CCIA and CLNC Advisors shall deliver, or cause to be delivered, the NY Office Sublease to the other party thereto within two (2) Business Days of the later to occur of (i) the date that CCIA and CLNC have negotiated to completion the NY Office Sublease and (ii) the date of receipt of the NY Landlord Consent, (2) on the sublease(sdate of delivery of the NY Office Sublease, CLNC shall pay, or cause to be paid, (i) are consistent with the terms NY Office Sublease Amount in respect of the leasehold interest underlying the NY Office Sublease and conditions (ii) $60,884 in respect of this Subleasethe NY Office Personal Property not transferred to CLNC at the Closing, in each case by wire transfer of immediately available funds to an account or accounts designated in writing by Manager or CCIA to CLNC and (3) Manager shall assign, or cause to be assigned, the NY Office Personal Property not transferred to CLNC at the Closing pursuant to the Assignment and Assumption. (d) From the date hereof until the End Date, CCIA and CLNC shall, and shall cause their respective controlled Affiliates to, use commercially reasonable efforts to (1) obtain the consent of the LA Landlord in form and substance reasonably acceptable to CCIA and CLNC (the “LA Landlord Consent”) to enter into an agreement for the sublease of certain premises under the LA Office Lease to CLNC Advisors; provided, however, that Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor neither Party nor their respective Affiliates shall be required to pay rent and any fees to perform all other obligations the LA Landlord or agree to be performed by Sublessee under this Subleaseany concessions to the LA Landlord in order to obtain the LA Landlord Consent, and (42) the proposed sublessee is financially negotiate and operationally responsible. In the event the rent enter into a sublease for the land area of LA Office Lease on terms consistent in all material respects with the Subleased Premises exceeds term sheet attached hereto as Exhibit E-2 (the rental charged “LA Office Sublease Term Sheet” and such sublease, the “LA Office Sublease”). If the LA Landlord Consent is obtained at or prior to Sublessee under Article 4the Closing, Sublessee then at the Closing, CCIA and CLNC Advisors shall remit fifty percent (50%) of such excess deliver, or cause to Sublessor upon receipt by Sublessee; providedbe delivered, howeverthe LA Office Sublease to the other party thereto. If the LA Landlord Consent is not obtained at or prior to the Closing, that any rental received by Sublessee during a period in which no rental is due then until the End Date, CCIA and CLNC shall, and shall cause their respective controlled Affiliates to, use commercially reasonable efforts to Sublessor shall be paid in its entirety obtain the LA Landlord Consent. If the LA Landlord consent has not been obtained at or prior to Sublessor. Sublessor acknowledges the Closing, all CLNC personnel will vacate the premises at or promptly following the Closing until the LA Landlord Consent has been obtained and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from SublesseeLA Office Sublease has been executed.

Subleases. 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 may 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 enter into to be unreasonably withheld; and (3) Lessee and Sublessee shall have executed and delivered to Lessor and any sublease 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 land area --------- Aircraft, and Lessor's rights to the proceeds hereof, 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 Subleased Premises Aircraft by reason of any Permitted Sublease shall be, and shall expressly provide that it is, subject and subordinate to all of the terms of this Lease, including, without Sublessorlimitation, Lessor's prior written approvalright 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 Lessee hereunder to the same extent as if such transfer of possession of the Aircraft had not occurred and notwithstanding the terms and provisions of any Permitted Sublease. Any Lessee shall advise Lessor in writing of its request for Sublessor's approval shall be made consent to sublease the Aircraft with reasonable detail as to the terms and provisions thereof at least thirty sixty (3060) days prior to the proposed commencement date, and Lessor shall respond to Lessee within 15 days after receipt of such tenancy Lessee's written request for consent (subject to Lessor's review of the final documents and agreements executed and delivered in connection therewith). Lessee shall provide detailed information concerning the identity and financial condition Lessor with copies of the various documents and agreements proposed sublessee to be executed and delivered between it and any Sublessee, as soon as practicable thereafter. Lessor shall review the terms same with reasonable diligence and conditions of expedition, and promptly either approve or reject the proposed subleasesame in writing to Lessee. Sublessor shall not unreasonably withhold or delay its consent to such sublease if (1) the use of the Subleased Premises All costs incurred and 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 obligations to be 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 any rental received by Sublessee during a period in which no rental is due to Sublessor sublease shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions sole responsibility of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from SublesseeLessee.

Subleases. Sublessee may not enter into any sublease 14.1.1 So long as (x) the owner and holder of the land area --------- leasehold estate created hereunder is either (i) the “Tenant” hereunder as of the Subleased Effective Date or (ii) any successor or assign of the “Tenant” hereunder as of the Effective Date that satisfies the Qualified Transferee Requirements and (y) there does not exist a Lease Event of Default, Tenant may Sublease any part of the Premises to (i) an Affiliate, (ii) any client or customer of Tenant, (iii) any vendor of Tenant or (iv) any venturer of Tenant, without Sublessor's the consent of Landlord, provided that the business of the Sublessee is in accordance with the use provisions set out in Section 5.1 of this Lease. Tenant must, however, notify Landlord in writing of any such Sublease and the identity and notice address of the Sublessee not less than ten (10) business days prior to the date that such Sublessee occupies any portion of the Premises, such notice to include a certificate of Tenant certifying to Landlord that (x) attached to such certificate is a true, complete and correct copy of such Sublease, (y) such Sublease complies with the provisions of this Section 14.1 and (z) such Sublessee is a permitted Sublessee under this Section 14.1.1 and identifying how such Sublessee satisfies the requirements of the first sentence of this Section 14.1.1. 14.1.2 So long as (x) the owner and holder of the leasehold estate created hereunder is either (i) the “Tenant” hereunder as of the Effective Date or (ii) any successor or assign of the “Tenant” hereunder as of the Effective Date that satisfies the Qualified Transferee Requirements, (y) such owner and holder of the leasehold estate hereunder, together with its Affiliates, occupies at least fifty percent (50%) of the total Rentable Area of the Building and (z) there does not exist a Lease Event of Default, then Tenant may Sublease up to fifty percent (50%) of the Premises to a non-Affiliate without the consent of Landlord, provided, and on the condition, that all of the following conditions are satisfied: (A) the character of the Sublessee the nature of the activities to be conducted by the Sublessee would not adversely affect other tenants in the Building, if applicable, (B) the business of the Sublessee is in accordance with the use provisions set out in Section 5.1 of this Lease, (C) the intended use by the Sublessee would not physically damage the Premises and (D) within ten (10) business days following the execution of such Sublease, Tenant delivers to Landlord written notice of such Sublease, such notice to include the following: (xx) the identity and notice address of the Sublessee, and (yy) a certificate of Tenant certifying to Landlord that (I) attached to such certificate is a true, complete and correct copy of such Sublease, (II) such Sublease complies with the provisions of this Section 14.1 and (III) such Sublessee is not an Affiliate of Tenant. In addition, if Tenant meets the requirements of the first sentence of Section 14.1.2 and a proposed Sublease in the aggregate with all other Subleases to non-Affiliates then in existence will cause more than fifty percent (50%) of the total Rentable Area of the Building to be subject to be occupied by non-Affiliates, then Tenant must obtain the prior written approvalconsent of Landlord to such additional proposed Sublease, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord. Any request for Sublessor's approval shall be made at least Tenant must notify Landlord in writing of any such Sublease and the identity and notice address of the Sublessee not less than thirty (30) days prior to the commencement date that such Sublessee proposes to occupy any portion of the Premises, such notice to include a certificate of Tenant certifying to Landlord that (x) attached to such certificate is a true, complete and correct copy of such tenancy Sublease, (y) such Sublease complies with the provisions of this Section 14.1 and shall provide detailed information concerning (z) such Sublessee is not an Affiliate of Tenant. Landlord may withhold its consent to any proposed Sublease (for which Landlord has consent rights) if Landlord reasonably determines that (i) the identity and financial condition character of the proposed sublessee and subtenant or the terms and conditions nature of the activities to be conducted by the proposed subleasesubtenant would adversely affect other tenants in the Building, if applicable, (ii) the intended use by the proposed subtenant is not permitted under Section 5.1 hereof, or (iii) the intended use by the proposed subtenant would physically damage the Premises. Sublessor If Landlord does not respond to Tenant’s request for a Sublease approval within ten (10) business days, Tenant may send a second Notice to Landlord requesting such approval, which Notice request shall not unreasonably withhold be marked with a legend in bold capital letters stating: LANDLORD SHALL BE DEEMED TO HAVE APPROVED THE SUBLEASE ATTACHED TO THIS NOTICE UNLESS LANDLORD INFORMS TENANT IN WRITING WITHIN FIVE (5) BUSINESS DAYS FOLLOWING THE RECEIPT BY LANDLORD OF THIS NOTICE THAT LANDLORD DOES NOT APPROVE SUCH SUBLEASE, and if Landlord fails to respond within five (5) business days following Landlord’s receipt of such second Notice, the proposed Sublease shall be deemed approved. 14.1.3 The following shall be applicable to each Sublease, and each Sublease shall expressly provide, as follows: (A) such Sublease is subject and subordinate to this Lease and to the matters to which this Lease is or delay shall be subordinate, and that in the event of termination, re-entry or dispossession by Landlord under this Lease, Landlord may at its consent to such sublease if option, (1) the use take over all of the Subleased Premises associated with any sublease(s) is permitted right, title and interest of Tenant, as sublessor, under Article 9such Sublease, and the Sublessee thereunder shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such Sublease, (2) require Subtenant to enter into a new lease pursuant to the sublease(sthen executory provisions of such Sublease with Landlord or Landlord’s designee or (3) are consistent with terminate such Sublease or allow such Sublease to remain terminated to the terms and conditions extent it has terminated by operation of law or otherwise, except that in the case of either (1) or (2), Landlord shall not (i) be liable for any previous act or omission of Tenant under such Sublease, (ii) be subject to any offset or defenses that such Sublessee might have against Tenant, (iii) be bound by any previous amendment, modification of or supplement to such Sublease made without Landlord’s consent, (iv) be bound by any previous prepayment of more than one month’s rent, (v) be obligated to return or otherwise account for any security theretofore deposited to such Sublessee except to the extent that such security shall actually have been turned over to Landlord, or (vi) be bound by any covenant of Tenant (1) to undertake, complete and/or pay for any alterations of the Premises to make same ready for such Sublessee’s occupancy or (2) undertake, complete and/or pay for any restoration, replacement or rebuilding of the space demised to such Sublessee or any other portion of the Premises that may be required, due to any damage or destruction that shall have occurred prior to or after such termination; (B) such Sublease shall automatically terminate upon termination of this SubleaseLease, notwithstanding any other provision of the Sublease to the contrary; provided(C) the Sublessee under such Sublease will have any rights directly against Landlord, and such Sublease shall not create or impose any obligation or liability of Landlord in favor of such Sublessee, and (D) the Sublessee under such Sublease will not have any right to exercise any of Tenant’s rights or options under this Lease. At any time that a Lease Event of Default exists under this Lease, Landlord will have the absolute right to collect the rentals under the Sublease directly from the Sublessee and apply them to the payment of Rent, and Tenant hereby stipulates and agrees that the Sublessee (a) shall receive full credit against its obligations under the Sublease for all sums so paid to Landlord, and (b) shall be entitled and is hereby directed to rely upon a Notice from Landlord that the rentals under the Sublease are payable to Landlord. It is understood and agreed, however, that Sublessee may rent Landlord’s exercise of such right shall not release or diminish Tenant’s obligations under this Lease except to the subleased area at rentals deemed appropriate extent of funds actually received by SublesseeLandlord. All profits derived from any Sublease shall be the property of Tenant. 14.1.4 Notwithstanding anything contained in this Lease to the contrary, Tenant shall not (3i) Sublessee remains primarily liable to Sublessor to pay rent and to perform sublet all or any part of the Premises or assign this Lease on any basis such that the rental or other obligations amounts to be performed paid by Sublessee under this Subleasethe subtenant or assignee thereunder would be based, and (4) in whole or in part, on the proposed sublessee is financially and operationally responsible. In income or profits derived by the event the rent for the land area business activities of the Subleased Sublessee or assignee, or (ii) sublet all or any part of the Premises exceeds or assign this Lease in any other manner which could cause any portion of the rental charged amounts received by Landlord pursuant hereto or pursuant to Sublessee under Article 4, Sublessee shall remit fifty percent (50%any Sublease to fail to qualify as “rents from real property” within the meaning of Section 856(d) of such excess to Sublessor upon receipt by Sublessee; providedthe Internal Revenue Code of 1986, howeveras amended (the “Code”), that or which could cause any rental other income received by Sublessee during a period Landlord to fail to qualify as income described 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 apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildingsSection 856(c)(2) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area Code. All references in this Section 14.1.4 to Section 856 of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from SublesseeCode shall also refer to any successor provisions thereto.

Subleases. Sublessee may not enter into any sublease Attached hereto as Exhibit F is a true, correct and complete list (the “Rent Roll”) setting forth: (i) the name of all Subtenants and a description of their respective Subleases (including all riders, supplements and amendments); (ii) the portion of the land area --------- Premises and the total number of square feet of Rentable Area covered by each Sublease (including any options to expand); (iii) the date, commencement date, and expiration date (including option periods) of each Sublease; (iv) the current monthly rental payable and future increases under each Sublease (including base rent and any expense reimbursements) and other charges payable by such Subtenant; (v) the amount of all security deposits, prepaid rentals, cleaning fees and other deposits, plus any interest accrued thereon, paid by Subtenants to BroadVision or any other person relative to the Premises owed to any Subtenants pursuant to the terms of their respective Subleases (collectively, “Subtenant Security Deposits”), and the amount of all letters of credit issued to BroadVision, as beneficiary, as security for or in connection with any obligations of Subtenants under their respective Subleases (collectively, “Subtenant Letters of Credit”); (vi) whether any Subtenant is entitled to any storage space or parking; (vii) whether any rents or other charges are in arrears or prepaid and the period to which such arrearages or prepayments relate; (viii) all incentives, concessions, abatements, allowances or inducements granted to each Subtenant (including any not completed tenant improvement work), and (ix) any unpaid leasing commissions, broker’s commissions or finder’s fees with respect to each Sublease (including potential obligations in connection with the exercise of any unexercised options to expand or extend). Each Sublease (A) has been duly authorized and executed by BroadVision and, to the best of BroadVision’s knowledge, by the respective Subtenant thereunder; (B) is in full force and effect according to the terms set forth therein; (C) sets forth the entire agreement between BroadVision and the respective Subtenant thereunder with respect to the subject portion of the Subleased Premises; and (D) covers only that portion of the Premises described hereinabove with respect to such Sublease. BroadVision has not granted to any Subtenant any tenant improvement allowance or similar tenant allowance or cash payment (e.g., refurbishment allowance or moving allowance) or any early termination right, except as expressly set forth in the Subleases. All of BroadVision’s obligations under the Subleases have been performed in accordance with the requirements thereof. No Subtenant has been released or discharged, either voluntarily or involuntarily, from any future obligation related to its respective Sublease. Each Subtenant is in occupancy of the entire portion of the Subleased Premises without Sublessor's prior written approvalunder its respective Sublease. Any request for Sublessor's approval BroadVision has not entered into any subleases, occupancies or tenancies in effect pertaining to the Premises, except the Subleases described on the Rent Roll (true, correct and complete copies of which have been delivered to PSI by BroadVision pursuant to this Agreement), and BroadVision has no knowledge of any oral agreements between BroadVision and any other party, including the Subtenants, with respect to the occupancy of the Premises. Neither BroadVision’s interest in the Subleases nor BroadVision’s interest in any of the rentals due or to become due under the Subleases shall be made at least thirty (30) days prior assigned, encumbered or subject to the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition any liens as of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease 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 obligations to be 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 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 apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from SublesseeTransfer Date.

Subleases. Sublessee may not (a) For the leased premises located in 000 Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, XX, Seller shall sublet to Purchaser pursuant to a sublease agreement (the “Seller Sublease”), reasonably acceptable to both Purchaser and Seller and subject to the terms of the applicable underlying lease, a portion of the demised premises in such location subject to the terms of the applicable lease and obtaining the landlord’s consent to the Sublease or Bankruptcy Court approval. Purchaser shall bear its portion of the occupancy cost for such location based on the relative square footage sublet. Seller and Purchaser shall enter into any sublease of the land area --------- of Seller Sublease at Closing to memorialize the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval shall be made at least thirty (30) days prior to the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease 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 provisions of this Sublease; providedSection. (b) For the leased premises located in 000 Xxxx Xxxxxx, howeverXxxxxx, that Sublessee may rent the subleased area at rentals deemed appropriate by SublesseeXX, (3) Sublessee remains primarily liable to Sublessor to pay rent 000 X. XxXxxxx Street, Chicago, IL and to perform all other obligations to be performed by Sublessee under this Sublease00000 Xxxxxxxxxxxxx Xxxxxxxxx, 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 4Xxx Xxxxxxx, Sublessee XX Seller shall remit fifty percent (50%) of assume 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 in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises leases in connection with their use Seller’s bankruptcy proceedings and enjoyment assign such leases to Purchaser. Purchaser shall then sublet to Seller or a designee of Seller, in either event with credit reasonably acceptable to Purchaser, pursuant to three separate subleases (each, a “Purchaser Sublease”, collectively the “Purchaser Sublease”), reasonably acceptable to both Purchaser and Seller and subject in all cases to the terms of the building(s) they are subleasing from Sublesseeunderlying lease, a portion of the demised premises in such locations shall be subject to obtaining the landlord’s consent to each Sublease or Bankruptcy Court approval. Seller shall bear its portion of the occupancy cost for each such location based on the relative square footage sublet. Seller and Purchaser shall enter into each Sublease at Closing to memorialize the provisions of this Section.

Subleases. Sublessee may not enter into (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 land area --------- execution of such sublease. As of the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval 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 made at least thirty (30) days prior to the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease 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 obligations to be performed by Sublessee under this Subleasea subtenant of Lessee and not a tenant of Lessor. (b) Lessee may, and (4) without the proposed sublessee is financially and operationally responsible. In the event the rent for the land area consent of the Subleased Premises exceeds the rental charged to Sublessee under Article 4Lessor, Sublessee shall remit fifty sublet not more than twenty percent (5020%) 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 excess to Sublessor upon receipt by Sublessee; providedsubleased Properties and any other Properties) under this Lease, however, that each Lease Supplement and the other Operative Agreements. Any such sublease of any rental received by Sublessee during a period in which no rental is due to Sublessor Property shall be paid on commercially reasonable terms and at market rates, and such Property shall continue to be used for the purposes set forth in its entirety this paragraph and in the definition of "Property." Except as set forth in this Section 25.2(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 Sublessorany 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 thereof shall be subject, and expressly subordinate to the 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. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases Each insurance policy carried by Lessee pursuant to which Sublessee is leasing one or more buildings (or portions Article XIV hereof shall be endorsed to name each sublessee under any such sublease as an additional insured. Prior to the effectiveness of buildings) any such sublease, Lessee shall deliver a copy thereof to direct tenants of Sublessee notwithstanding the fact that under those subleases Lessor and the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from SublesseeAgent.

Subleases. Except as provided in 21.1 above, Sublessee may shall not ----- enter into any sublease of the land area --------- of the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval shall be made at least thirty (30) 21 days prior to the commencement of such tenancy tenancy, and shall provide reasonably detailed information concerning the identity and financial condition of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease if (1) the use of the Subleased Premises associated with any sublease(s) is a permitted use under Article 9, this lease; (2) the sublease(s) are sublease is 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 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, and (4) the proposed sublessee is financially and operationally responsiblesuch request shall be deemed approved. In the event that the rent for the land area of Subleases Premises shall exceed the Subleased Premises exceeds the rental per square foot rent charged to the Sublessee under Article 4this lease, Sublessee shall remit fifty percent (50%) % of such the excess to Sublessor upon receipt by Sublessee; provided, however, that . In calculating any rental received excess rent payable by Sublessee during a period in which no rental is due to Sublessor pursuant to this provision, Sublessee shall first be paid 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 employ a broker to market the Subleased Premises or any portion thereof other than Sublessor's agent The Xxxx Company, Inc. (or its entirety to Sublessorsuccessor). Sublessor acknowledges and agrees that the preceding sentence This provision shall not apply in the event that 85% of the ownership interest in the Sublessor shall change, in which event the Sublessor shall so notify the Sublessee. The foregoing shall not be construed to subleases pursuant to which prevent Sublessee is leasing one from procuring subtenants by itself or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right through non-broker representatives. Sublessor shall cause The Xxxx Company, Inc. to use some or all of the land area of its best efforts to market the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from Sublesseeif called upon under this subparagraph.

Subleases. Sublessee may Landlord and Tenant hereby acknowledge that the Premises, pursuant to the Original Lease, is encumbered by certain subleases in effect as of the date hereof and that this Lease is intended to be a master lease of the Premises. Tenant further acknowledges that it has reviewed the existing subleases and is fully aware of all the terms, conditions and provisions of such subleases. To the extent that the Premises, or any parts thereof, are subject to existing subleases, Landlord and Tenant hereby agree that for purposes of this Lease, Tenant’s right to occupancy of those parts of the Premises that are so encumbered shall be subordinate to the rights of the subtenants under the existing subleases until such time as the existing subleases expire or otherwise terminate. Tenant further agrees not to disturb the existing subtenants, provided that such subtenants are not in default under the terms of their subleases. Upon expiration or termination of an existing sublease, this Lease shall become the primary lease with respect to that part of the Premises previously encumbered by an existing sublease. Furthermore, notwithstanding Tenant’s rights under this Lease, Tenant shall not enter into any new lease or sublease, or modify or extend any existing sublease unless such new lease or sublease or modification or extension of the land area --------- of the Subleased Premises any existing sublease contains a provision that subordinates, without Sublessor's prior written approval. Any request for Sublessor's approval shall be made at least thirty (30) days prior condition or exception, such new lease or sublease or modification or extension to the commencement lien of such tenancy and shall provide detailed information concerning the identity and financial condition of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold any mortgage, now or delay its consent to such sublease if (1) the use of the Subleased Premises associated with any sublease(s) is permitted under Article 9hereinafter in effect, (2) the sublease(s) are consistent with the terms and conditions of as well as this Sublease; Lease, provided, however, that Sublessee may rent the subleased area at rentals deemed appropriate by Sublesseeno consent or approval of Landlord is required or necessary to any such new lease, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this Subleasesublease, 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 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 apply to subleases pursuant to which Sublessee is leasing one modification or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from Sublesseeextension.

Subleases. Sublessee may not Without the consent or approval of Purchaser, Seller will be entitled to enter into any sublease Subleases of all or part of the land area --------- 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 the form to be attached as an exhibit to each Master Lease, for each such Sublease promptly upon request of Seller; provided, however, Purchaser has no obligation Exhibit “H” - 3 to execute 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, then the Sublease must be assigned by Seller to Purchaser, the premises of such Sublease will be automatically removed from the premises of the Subleased Premises without Sublessor's prior written approvalapplicable Sublease, and Seller will be released from liability under such Sublease. Any request for Sublessor's approval shall Seller will be made 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 commencement date of the Sublease failed to pay any rent or other sums payable under the Sublease within thirty (30) days prior to the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition of the proposed sublessee and 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 subtenant so as to insure the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease 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 satisfaction 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 obligations to be performed by Sublessee under this Subleasecondition, and (4b) no such Sublease may be executed by Seller in the proposed sublessee is financially and operationally responsible. In the event the rent for the land area last two years 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 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 apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all term of the land area applicable Master Lease. Otherwise, any deviation of a Sublease from the Subleased Premises Sublease Parameters must be approved in connection with their use and enjoyment of the building(s) they are subleasing from Sublesseeadvance by Purchaser.

Subleases. Sublessee may Notwithstanding anything contained in any Ground Lease to the contrary, Borrower shall not enter into further sublet any sublease portion of the land area --------- related Individual Property (other than as permitted pursuant to Section 5.1.17 hereof) without prior written consent of Lender. Each sublease hereafter made shall provide that, (a) in the event of the Subleased Premises without Sublessor's prior written approval. Any request termination of the Ground Lease, the sublease shall not terminate or be terminable by the lessee thereunder; (b) in the event of any action for Sublessor's approval shall be made at least thirty (30) days prior the foreclosure of the Security Instrument with respect to the commencement of such tenancy and related Individual Property, the sublease shall provide detailed information concerning not terminate or be terminable by the identity and financial condition lessee thereunder by reason of the proposed sublessee and the terms and conditions termination of the proposed sublease. Sublessor 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) in the event that the Ground Lease is terminated as aforesaid, the lessee under the sublease shall not unreasonably withhold attorn to the lessor under the Ground Lease or delay its consent to such sublease if (1) the use purchaser at the sale of the Subleased Premises associated with any sublease(s) is permitted under Article 9related Individual Property on such foreclosure, (2) as the sublease(s) are consistent with the terms and conditions of this Sublease; provided, however, that Sublessee case 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 obligations to be performed by Sublessee under this Sublease, and (4) the proposed sublessee is financially and operationally responsiblebe. In the event that any portion of such Individual Property shall be sublet pursuant to the rent terms of this subsection, such sublease shall be deemed to be included in the Individual Property. Any sublease submitted to Lender for approval shall be deemed approved if (i) Borrower delivers to Lender a written request for such approval marked in bold lettering with the land area 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 envelope containing the 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 information and documentation relating thereto reasonably required by Lender to reach a decision. In no event shall Lender be deemed to have approved any 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 Subleased Premises exceeds the rental charged to Sublessee reasons for any disapprovals 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 in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from Sublesseethis Section 5.1.24(b).

Subleases. Sublessee may not enter into any With respect to each and every sublease or subletting pursuant to the provisions of the land area --------- of the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval this Lease, it is further agreed as follows: (a) no subletting shall be made at least thirty for a term ending later than one (301) days day prior to the commencement 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 tenancy 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 detailed information concerning that it is subject and subordinate to this Lease and to the identity matters to which this Lease is or shall be subordinate, and financial condition that, in the event of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold termination, re‑entry or delay dispossess by Landlord under this Lease, Landlord may, at its consent to option, either terminate such sublease 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 obligations to be 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 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 apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or take over all of the land area right, title and interest of Tenant, as sublessor, under such sublease, and such sublessee shall, at Landlord's option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not (i) be liable for any previous act or omission of Tenant under such sublease, (ii) be subject to any offset, not expressly provided in such sublease, which theretofore accrued to such subtenant against Tenant, or (iii) be bound by any previous modification of such sublease or by any previous prepayment of more than one month's rent; and (d) any modification, amendment or extension of a sublease previously consented to by Landlord (except for a termination of the Subleased Premises sublease, a decrease in connection with their use and enjoyment the length of the building(sterm thereof or a de minimis modification or amendment not altering any of the material financial terms of such sublease) they are subleasing from Sublesseeshall be subject to Landlord's approval, not to be unreasonably withheld or delayed.

Subleases. Sublessee If Tenant desires to sublet all or a portion of the Leased 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 commercially unreasonable, to refuse to consent to the proposed subletting. The consent of Landlord to a proposed subletting may not enter into be unreasonably withheld, conditioned or delayed, provided should Landlord withhold its consent for any sublease of the land area --------- 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 the Subleased Leased Premises without Sublessor's prior written approval. Any request for Sublessor's approval shall would be made at least thirty unlawful or would violate any exclusive rights given to another tenant in the Project ; or, (30ii) days prior 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, but not limited to the commencement Permitted Use (except that a subletting to another office, research lab use is not deemed to be a material variation of such tenancy and shall provide detailed information concerning the identity and financial condition 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 terms and conditions foregoing, Landlord hereby consents to the sublease of a certain portion of the proposed subleaseLeased Premises to Microbiome Health Research Institute Inc., a Massachusetts nonprofit corporation (“Microbiome”). Sublessor Prior to the grant of the sublease to Microbiome, Tenant shall not unreasonably withhold or delay its provide Landlord with a copy of the sublease agreement for Landlord’s review and reasonable consent to such sublease 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 obligations to be 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 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 apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from Sublesseesame.

Subleases. Sublessee may not enter into Tenant shall have the right to sublease any sublease part of the land area --------- Premises or to partially assign this Lease with respect to any part of the Subleased Premises without Sublessor's prior (in either case, referred to herein as a Sublease) to an entity that is a qualified assignee, subject to the approval and consent of Landlord, which will not be unreasonably withheld, conditioned or delayed. No Sublease shall relieve Tenant of any obligations under the terms of this Lease unless a release is granted by Landlord with respect to the portion of the Premises so subleased or assigned. Additionally, each Sublease must be for a use compatible with the Permitted Use. Tenant must give written approval. Any request for Sublessor's approval notice to Landlord specifying the name and address of any Sublessee to which all notices required by this Lease shall be made at least thirty (30) days prior to sent, and a copy of the commencement of such tenancy and Sublease. Tenant shall provide detailed information concerning 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 identity event of a termination of this Lease due to an Event of Default committed by the Tenant, such Sublessee will not be disturbed and financial condition of will be allowed to continue peacefully in possession directly under this Lease as the proposed sublessee and successor tenant, provided that the terms and conditions of the proposed sublease. Sublessor Sublessee shall not unreasonably withhold or delay its consent to such sublease if (1) the use of the Subleased Premises associated with any sublease(s) is permitted under Article 9, (2) the sublease(s) are consistent be in compliance with the terms and conditions of this its Sublease; provided, however, and the Sublessee shall agree to attorn to Landlord. Landlord further agrees that it will grant such assurances to such Sublessee may rent so long as it remains in compliance with the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this terms of its Sublease, and (4) provided further that any such Sublease does not extend beyond the proposed sublessee is financially and operationally responsible. In the event the rent for the land area expiration of the Subleased Premises exceeds the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%) Term 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 in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from Sublessee.this Lease

Subleases. Sublessee may not enter into any sublease Regardless of Landlord's consent, the land area --------- of the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval shall be made at least thirty (30) days prior to the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition of the proposed sublessee and the following terms and conditions shall apply to any subletting by Tenant of all or any part of the proposed sublease. Sublessor Premises and shall be deemed included in all subleases under this Lease whether or not unreasonably withhold expressly incorporated therein: (a) Tenant hereby assigns and transfers to Landlord all of Tenant's interest in all rentals and income arising from any sublease heretofore or delay its consent to hereafter made by Tenant, and Landlord may collect such sublease if (1) the use of the Subleased Premises associated with any sublease(s) is permitted rent and income and apply same toward Tenant's obligations under Article 9, (2) the sublease(s) are consistent with the terms and conditions of this SubleaseLease; provided, however, that Sublessee until a default shall occur in the performance of Tenant's obligations under this Lease, Tenant may rent receive, collect, and enjoy the subleased area at rentals rents accruing under such sublease. Landlord shall not, by reason of this or any other assignment of such sublease to Landlord nor by reason of the collection of the rents from a sublessee, be deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor the sublessee for any failure of Tenant to perform and comply with any of Tenant's obligations to such sublessee under such sublease. Tenant hereby irrevocably authorizes and directs any such sublessee, upon receipt of a written notice from Landlord stating that a default exists in the performance of Tenant's obligations under this Lease, to pay rent to Landlord the rents due and to perform all other become due under the sublease. Tenant agrees that such sublessee shall have the right to rely upon any such statement and request from Landlord, and that such sublessee shall pay such rent to Landlord without any obligations or inquire as to whether such default exists and notwithstanding any notice from or claim from Tenant to the contrary, Tenant shall have no right or claim against said sublessee or Landlord for any such rents so paid by said sublessee to Landlord. (b) No sublease entered into by Tenant shall be effective unless and until it has been approved in writing by Landlord. In entering into any sublease, Tenant shall use only Landlord's standard form office space sublease, and once approved by Landlord, such sublease shall not be changed or modified without Landlord's prior written consent, which consent may be withheld for any reason. Any sublessee shall, by reason of entering into a sublease under this Lease, be deemed, for the benefit of Landlord, to have assumed and agreed to conform and comply with each and every obligation herein to be performed by Sublessee under this Sublease, and Tenant other than such obligations as are contrary to or inconsistent with provisions contained in a sublease to which Landlord has expressly consented in writing. (4c) the proposed sublessee is financially and operationally responsible. In the event Tenant shall default in the rent for performance of its obligations under this Lease, Landlord, at its option and without any obligation to do so, may require any sublessee to attorn to Landlord, in which event Landlord shall undertake the land area obligations of Tenant, as sublessor under such sublease from the time of the Subleased Premises exceeds exercise of said option to the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%) termination of such excess to Sublessor upon receipt by Sublesseesublease; provided, however, Landlord shall not be liable for any prepaid rents or security deposit paid by such sublessee to Tenant or for any other prior defaults of Tenant under such sublease. Landlord's approval of a sublease shall not be construed as an agreement by Landlord to recognize any sublessee upon the expiration or termination of Tenant's obligations under this Lease, whether voluntary or involuntary. (d) Subject to Landlord's right to require attornment by any sublessee as provided in Subsection 21.6(c) above, any expiration or termination of this Lease, whether voluntary or involuntary, shall cause each sublease to terminate, notwithstanding Landlord's prior approval of the sublease, and the sublessee thereunder shall have no further right to possession of the Premises. In the event of voluntary termination of this Lease by agreement between Landlord and Tenant, the foregoing sentence shall fully apply, and to the extent that any rental received by Sublessee during a period in which no rental is due sublessee has any claim or cause of action arising from or related to Sublessor such voluntary termination of this Lease, and resulting termination of the sublease, the sublessee shall be paid in its entirety conclusively presumed to Sublessor. Sublessor acknowledges have waived such claim or cause of action as against Landlord (including Landlord's Affiliates), the Premises, the Building, and agrees the Project, and to have agreed that any such claim or cause of action shall be asserted solely against Tenant. (e) Any matter or thing requiring the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all consent of the land area sublessor under a sublease shall also require the consent of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from SublesseeLandlord herein.

Subleases. Sublessee may not enter into any sublease On or about the date hereof and as a part of the land area --------- closing on the acquisition of the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval Project by Landlord, Landlord shall be made at least thirty conditionally assign the following leases to Tenant: (30i) days prior that certain Texas Association of Realtors Commercial Lease effective March 5, 2015 (the “Suite B Lease”), between Seller and Garland Insulating, Ltd., as tenant, as to the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition portion of the proposed sublessee Premises known as 0000 Xxxxxxxx Xxxx, Xxxxx X, Xxxxxx, Xxxxx 00000, a copy of which is attached hereto as Exhibit “C-1”; and (ii) that certain Texas Association of Realtors Commercial Lease effective May 25, 2013 (the “Suite A Lease”), between Seller and Xxxxxxx Water Conditioning, Inc. and Xxxxx X. Xxxxxxx, collectively, as tenant, as to the portion of the Premises known as 0000 Xxxxxxxx Xxxx, Xxxxx X, a copy of which is attached hereto as Exhibit “C-2” (collectively, the Suite A Lease and the terms Suite B Lease being referred to herein as the “Third Party Tenant Leases”). Accordingly, Tenant and conditions Landlord hereby agrees this Lease is subject and subordinate to the rights of the proposed subleasetenants in the Third Party Tenant Leases and that Tenant is now the conditional “Landlord” under the Third Party Tenant Leases (subject to the limitations provided below). Sublessor While the Third Party Tenant Leases are in place, neither Tenant nor Landlord shall not unreasonably withhold or delay its consent to such sublease if (1) the use of the Subleased Premises associated with any sublease(s) is permitted under Article 9, (2) the sublease(s) are consistent interfere with the terms third party tenants’ rights of possession and conditions of this Subleasequite enjoyment under the Third Party Tenant Leases; 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 obligations to be 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 any rental received by Sublessee during a period in which no rental is due to Sublessor nothing set forth herein shall be paid construed to prevent Tenant from exercising its rights as the “Landlord” under the Third Party Tenant Leases, whether such rights are available at law or in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing equity, as a result of a default by one or more buildings (of the tenant’s under the Third Party Tenant Leases. Tenant shall indemnify, defend and hold Landlord harmless form and against any and all liability incurred or portions arising from Tenant’s acts or omissions in relation to its role as the conditional landlord under the Third Party Tenant Leases. The tenants under the Third Party Tenant Leases shall pay all amounts due under the Third Party Tenant Leases to Tenant and Tenant, in turn, shall be responsible to pay all amounts due under this Lease to Landlord as to the entire Project. Provided that Tenant is not in an Event of buildings) Default, Landlord shall be responsible to direct tenants promptly pay to Tenant any amounts due under one or both of Sublessee notwithstanding the fact Third Party Tenant Leases that under those subleases is paid by the tenants thereunder to Landlord. THERE SHALL BE NO DIMINUTION OF RENTAL VALUE AND NO LIABILITY ON THE PART OF LANDLORD BY REASON OF INCONVENIENCE, ANNOYANCE OR INJURY TO TENANT ARISING FROM THE THIRD PARTY TENANT LEASES. Notwithstanding the foregoing, Tenant shall not be permitted to take any actions as the conditional landlord under the Third Party Tenant Leases that would, in Landlord’s reasonable discretion (i) adversely affect Landlord or the Project, or (ii) harm the value of the Project. Furthermore, Tenant shall not have the right to use some or all extend the lease terms of the land area Third Party Tenant Leases beyond the Lease Term of this Lease without Landlord’s approval (which shall not be unreasonably withheld, conditioned or delayed). In addition, Tenant shall not be permitted to modify the Third Party Tenant Leases in any manner in the last year of the Subleased Premises Lease Term of this Lease without Landlord’s approval (which shall not be unreasonably withheld, conditioned or delayed). Furthermore, Tenant’s assignment right shall be limited to the collection of not more than one (1) month of rent in connection with their use and enjoyment advance of the building(s) they are subleasing due date thereof. Tenant shall receive and apply such third party tenant rents towards Tenant’s obligations under the Lease. All rent from SublesseeThird Party Tenant Leases received by Tenant subsequent to the occurrence of an Event of Default shall belong to and be the property of Landlord, shall be held in trust by Tenant for the benefit of Landlord, and may be applied by Tenant solely for the purposes described in the immediately preceding sentence. Tenant will provide Landlord with an accounting for all such rents upon written request therefor. Furthermore, Landlord shall have the right to revoke Tenant’s assignment rights related to the Third Party Tenant Leases if Tenant is in an Event of Default under this Lease with or without the consent of Tenant (provided that any rent received by Landlord through such Third Party Tenant Leases shall be credited towards Tenant’s Monthly Rent). Upon the occurrence of an Event of Default, Landlord may thereafter receive and collect the rents personally or through a receiver so long as such Event of Default shall exist; Tenant agrees to consent to such revocation of assignment rights. The collection of the rents and revocation of assignment rights shall in no way waive the right of Landlord to exercise any other right or remedy available to Landlord due to Tenant’s Event of Default.

Subleases. Sublessee may 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 enter into any sublease 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 land area --------- City. 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, and Tenant's successors and assigns, shall not permit the use, occupancy or operation of the Subleased 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 Subtenant on commercially reasonable terms and without Sublessor's prior written approval. Any request for Sublessor's approval any offsets other than those which are commercially reasonable; (iii) such Sublease includes provisions acknowledging that said Sublease shall be made at least thirty subject and subordinate to this Lease; (30iv) days 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 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 in the event this Lease is terminated prior to the commencement expiration of such tenancy 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 the City's option, the Subtenant thereunder will either attorn to the City and waive any right the Subtenant may have to terminate the Sublease, or surrender possession thereunder as a result of the termination of this Lease, and the Sublease shall terminate simultaneously with the termination or expiration of this Lease; and (iv) each Sublease shall provide detailed information concerning the identity and financial condition of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease 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 obligations to be performed by Sublessee under this Sublease, and (4) the proposed sublessee is financially and operationally responsible. In in the event the rent for Subtenant receives a written notice from the land area 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 direct. (c) All Subleases and all of the Subleased Premises exceeds terms, covenants and provisions thereof and all rights, remedies and options of the rental charged Subtenants thereunder are and shall at all times continue to Sublessee under Article 4be fully subject and subordinate in all respects to this Lease as the same may be renewed, Sublessee amended, supplemented, extended or replaced. This provision shall remit fifty percent be self-operative and no further instrument shall be required to confirm or perfect such subordination. However, at the request of the City, Tenant shall request Subtenants not parties to Allowed Residential Subleases to execute and deliver such other documents and take such other action as the City reasonably requests to perfect, confirm or effectuate such subordination. If, for any reason, this Lease is terminated by summary proceedings or for any other reason whatsoever, the Subleases shall automatically terminate, except as may be provided in any Non-Disturbance Agreement between the City and a Subtenant. (50d) Notwithstanding anything to the contrary contained in this Lease, a Sublease of all or substantially all (more than 55%) 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 in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings Premises (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all regardless of the land area term thereof) shall require the prior written consent of the Subleased Premises in connection with their use City . (e) Furthermore, to the extent required by applicable law, all subleases are subject to the review and enjoyment approval of the building(s) they are subleasing from SublesseeNPS.

Subleases. Sublessee may not enter into any sublease of the land area --------- of the Subleased Premises without Sublessor's prior written approval. Any request Except for Sublessor's approval subleases permitted by this Article VI, no Lessee shall be made at least thirty (30) days prior to the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease 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 obligations to be 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 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 apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some assign, mortgage or pledge to any Person, including an Affiliate of any Lessee or Mandalay, at any time, in whole or in part, any of its right, title or interest in, to or under this Lease, or any portion of the Equipment, in any case without the prior written consent of the Required Lenders (which consent may be withheld in the sole discretion of the Lenders), and any such assignment, mortgage or pledge shall be void. Notwithstanding the foregoing, any Lessee may, without the consent of Lessor or the Required Lenders and so long as no Event of Default exists and is continuing, enter into a sublease of all of its rights and obligations under this Lease with a wholly-owned, direct or indirect, Subsidiary of Mandalay. With respect to any sublease permitted under this Article VI, no Lessee shall sublease any interest with respect to this Lease to, or permit any such sublease by, any Person who shall then be engaged in any proceedings for relief under any Debtor Relief Law. The sublease for any Equipment subject to a sublease permitted under this Article VI must provide (and the relevant Lessee shall assure) that such Equipment shall be used and operated only at one of the Facilities or, in the case of Slot Machines, at a casino or other gaming establishment operated by Mandalay or any of its Affiliates; provided that with respect to any such sublease of Slot Machines at a location other than a Facility, Lessees shall have executed and delivered, or caused to be executed and delivered, to Lessor and Collateral Agent, any and all such documents as Trustee and/or Collateral Agent may reasonably require in order to create, perfect, preserve and protect Lessor’s Lien in such Sublease and Slot Machines and ensure Lessor’s and Collateral Agent’s access to such Slot Machines. The Lessees shall not permit any sublessee to engage in activities in respect of the Equipment which are substantially different from Lessees’ activities. No sublease permitted hereunder will (a) discharge or diminish any Lessee’s or any Guarantor’s obligations under any Operative Document, including Lessees’ obligations under this Lease or under any other Operative Document, and Lessees shall remain directly and primarily liable under this Lease and the other Operative Documents with respect to all of the land area Equipment or (b) extend beyond the last day of the Subleased Premises in connection with their use Lease Term. In addition, each sublease permitted hereby (x) shall be made and enjoyment shall expressly provide that it is subject and subordinate to this Lease and the rights of Lessor hereunder and the rights of the building(sCollateral Agent as secured party under the Loan Agreement, (y) they are subleasing from Sublesseeshall expressly provide for the surrender of the Equipment subleased by the applicable sublessee at the election of Lessor after the occurrence and continuance of an Event of Default, and (z) shall expressly prohibit any further sublease by such sublessee of the Equipment subject thereto or the granting or existence of any Liens on the Equipment subject thereto. The effectiveness of a sublease hereunder shall be conditioned upon the receipt by Lessor of a writing executed by Lessee, the applicable sublessee and Guarantors, and acceptable in form and substance to Lessor (acting at the direction of the Required Lenders) (each, a “Sublease”), reaffirming that Lessees and Guarantors shall remain primarily liable hereunder and under the other Operative Documents, notwithstanding such Sublease and confirming that the applicable Lessee will serve as the representative of any such sublessee with the authority, on behalf of such sublessee, to bind such sublessee with respect to the Operative Documents or any amendment, modification or waiver thereunder and shall have the power and authority to receive and give all notifications, consents, payments and deliveries under this Lease and the other Operative Documents. No Lessee shall assign or pledge any of its rights under any Sublease to any Person other than Lessor or Collateral Agent for the benefit of the Lenders. Agent Lessee shall give Lessor prompt written notice of any Sublease permitted under this Article VI, and Agent Lessee shall, within fifteen (15) days after execution of any Sublease, deliver to Lessor the fully executed original of such Sublease and any and all other documents and instruments as Lessor (acting at the direction of the Required Lenders) may reasonably require.

Subleases. Sublessee So long as there is then no uncured default, Lessee may not enter into any sublease portions of the land area --------- of Premises with the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval shall be made at least thirty (30) days prior to the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition Lessor upon submission of the proposed sublessee and the terms and conditions a copy of the proposed sublease. Sublessor , which approval shall not be unreasonably withhold withheld or delay delayed, provided the following conditions are satisfied: (a) No sublease shall relieve Lessee of its consent responsibility to pay and perform all of its obligations hereunder; (b) Lessee shall not be entitled under a sublease to collect rent which is prepaid in excess of one year in advance, unless Lessee either: (i) prepays Rent to the extent allowed by this Lease, for the portion of the Parcel covered by the sublease, or (ii) provides Lessor with a letter of credit or other bond which is in such sublease if 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 Premises; (1c) the The proposed use of the Subleased portion of the Premises associated with 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 sublease(sviolation of any provisions of this Lease, whether by act or 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 permitted under Article 9, an arms-length transaction negotiated in good faith and provides for rental rates comparable to existing market rates; and (2h) the sublease(s) are consistent with the Such sublease is on a form of lease which has been previously approved by Lessor or is otherwise entered into upon 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 which are reasonably satisfactory to Sublessor to pay rent and to perform all other obligations to be 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 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 apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from SublesseeLessor.

Subleases. Sublessee may not enter into any Tenant shall have the right to sublease up to ten percent (10%) of the land area --------- of the Subleased 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 Sublessor's Landlord’s prior written approval. Any request for Sublessor's approval shall be made at least thirty (30) days prior consent, but subject to the commencement of following conditions: A. Such sublease shall not be valid and such tenancy and sublessee shall provide detailed information concerning the identity and financial condition not take possession until an executed counterpart of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor sublease has been delivered to Landlord. B. Any subtenant shall not unreasonably withhold or delay its consent have agreed in writing to such sublease if (1) the use of the Subleased Premises associated comply with any sublease(s) is permitted under Article 9, (2) the sublease(s) are consistent with the all applicable terms and conditions of this Sublease; provided, however, Ground Lease with respect to the space or area that Sublessee may rent is the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor 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 Sublessee under this Sublease, and (4) the proposed sublessee is financially and operationally responsibleTenant hereunder. In the event of default by subtenant in the rent for the land area performance of any of the Subleased Premises exceeds terms hereof, Landlord may proceed directly against Tenant without the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%) necessity of exhausting remedies against such excess to Sublessor upon receipt by Sublessee; provided, however, that any rental received by Sublessee during a period in subtenant. Any sublease which no rental is due to Sublessor together with all other then-existing subleases would exceed the percentage thresholds set forth above shall be paid in its entirety subject to SublessorLandlord’s prior written approval not to be unreasonably withheld, conditioned or delayed. Sublessor acknowledges Notwithstanding the foregoing, (i) any sublease of the Charter Yacht Facility, including any renewal or extension of the HornBlower Sublease, shall be subject to Landlord’s prior written approval not to be unreasonably withheld, conditioned or delayed, and agrees that (ii) Tenant shall not be permitted to sublease any Hotel rooms; provided that, the preceding sentence foregoing restriction shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all ordinary course operation of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from SublesseeHotel.

Subleases. Sublessee may not enter into (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 land area --------- execution of such sublease. As of the Subleased Premises Closing Date, 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 Sublessor's the prior written approvalconsent 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. Any request for Sublessor's approval Lessee may otherwise sublet the Property or portion thereof to any Person (other than to Parent or a 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 made expressly subject and subordinate to this Lease. (e) No sublease hereunder, whether or not to an Affiliate of Lessee, shall subject any Financing Party to regulation by any Governmental Authority to which any Financing Party would not have been subject but for such sublease, nor shall any sublessee be subject to a proceeding under bankruptcy, insolvency or similar laws at least thirty (30) days prior to the commencement time of such tenancy and sublease, nor shall provide detailed information concerning the identity and financial condition of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease if (1) the use create a Lease Default or Lease Event 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 obligations to be 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 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 apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from SublesseeDefault hereunder.

Subleases. Sublessee may not 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 any 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 land area --------- Reduction Commencement Date, Tenant is holding $124,405.35 in subtenant security deposits. Tenant represents and warrants that as of the Subleased Premises without Sublessor's Reduction Commencement Date, 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 written approvalto the Reduction Commencement Date, a schedule which identifies the Receivables. Any request 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 the aforesaid Receivables relating to the period of time prior to the Reduction Commencement Date as a result of: (a) the insolvency of any subtenant; or (b) the exercise by any subtenant of a legally valid defense to the payment thereof. To the extent that operating expenses, 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 Sublessor's approval such operating expenses based upon the proration of such expenses and receipts to the Reduction Commencement Date, and a cash adjustment shall be made at least 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 amount owed Tenant shall be paid in the 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 services until the earlier of (a) Landlord’s written notice to cease providing the services, or (b) 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 prior written notice to the commencement of such tenancy and shall provide detailed information concerning subtenants, with a copy to the identity and financial condition Landlord, to terminate any of the proposed sublessee and services provided by Tenant to subtenants under the terms and conditions of any sublease or other agreement. Tenant shall also have the proposed subleaseright to pursue collection of any past due charges directly from the subtenants. Sublessor shall not unreasonably withhold or delay its consent Landlord agrees to such sublease if (1) use commercially reasonable efforts to collect 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 past due utility charges owed by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this Sublease, and (4) the proposed sublessee is financially and operationally responsiblePointServe. In the event Landlord can collect any amount owed by PointServe, then Landlord agrees to pay to Tenant, the rent for amount collected less any reasonable and actual out of pocket costs incurred therewith. In no event shall Landlord be required to commence litigation to collect 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 any rental received by Sublessee during a period in which no rental is past due to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from Sublesseeutility costs.

Subleases. Sublessee (a) Except as otherwise provided herein, Tenant shall not have the right to sublease (which term, as used herein, shall include any type of subrental arrangement and any type of license to occupy) all or any part of the Premises without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Without limiting the other instances in which it may not enter into be unreasonable for Landlord to withhold its consent to a sublease, it shall not be unreasonable for Landlord to withhold its consent in any sublease one of the land area --------- following instances: (i) Tenant is in an Event of Default under this Lease; (ii) in the case of subletting of less than the entire Premises, if the subletting would require access be provided through space leased or held for lease to another tenant, or improvements be made outside of the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval shall be made at least thirty Premises; (30iii) days prior to the commencement of such tenancy and shall provide detailed information concerning sublease is prohibited by Landlord’s lender; (iv) Landlord determines, in its reasonable discretion, that the identity and financial condition character, reputation or business of the proposed sublessee subtenant would adversely affect the other tenants of the Building or would impair the reputation of the Building as a Class A office and retail building; (v) [intentionally omitted]; (vi) the terms and conditions financial history or credit rating of the proposed sublease. Sublessor shall not unreasonably withhold or delay subtenant is unacceptable to Landlord in its consent to such reasonable discretion; (vii) the proposed sublease if raises unrelated business taxable income concerns for the holder of the mortgage on the Building; (1viii) the use of the Subleased Premises associated by the proposed subtenant will violate any provisions or restrictions contained in this Lease, including but not limited to, any relating to the use or occupancy of the Premises; or (ix) the business to be conducted or the proposed use of the Premises by the proposed subtenant is likely to unreasonably increase Operating Expenses beyond that which Landlord incurs prior to such proposed subletting (or would have incurred if Tenant was fully utilizing the Premises) unless Xxxxxx is willing to reimburse Landlord for such costs directly, or is likely to increase the burden on Building systems or equipment over the burden prior to such proposed subletting (or the burden they would have incurred if Tenant was fully utilizing the Premises) unless Xxxxxx agrees to pay the costs of such increased burden on Building systems or equipment. Any attempted subletting by Tenant of any portion of the Premises without Landlord’s prior written consent shall constitute a default under this Lease. Furthermore, Tenant shall not have the right to sublease all or any portion of the Premises without first complying with the provisions of Section 7.3 below. (b) In the event of any sublease(ssublease, Tenant shall remain fully liable as a primary obligor and principal for Tenant’s obligations under this Lease, including, without limitation, the payment of all rent and other sums required hereunder. (a) Tenant shall give Landlord written notice of its desire to sublease all or a portion of the Premises (“Tenant’s Sublease Notice”). Tenant’s Sublease Notice shall specify the portion of the Premises proposed to be sublet (“Proposed Sublease Premises”) and the date on which the Proposed Sublease Premises will be made available for subleasing. Within ten (10) business days after receipt of the Tenant’s Sublease Notice, Landlord shall notify Tenant in writing whether or not Landlord will retake possession of all or any portion of the Proposed Sublease Premises and thereby terminate this Lease with respect to such portion Landlord elects to retake. Notwithstanding anything provided herein to the contrary, Landlord shall only have the right to retake possession of the Proposed Sublease Premises, or any portion thereof, if (i) Tenant subleases, or as a result of such sublease and all other subleases (excluding any sublease to a party that is permitted under Article 9an Affiliate, Affiliate of Tenant, or Parent of Tenant), eighty percent (80%) or more of the rentable area of the Premises, and (ii) the term of the Proposed Sublease Premises is for ninety-five percent (95%) of the remainder of the Lease Term. If Landlord elects to retake all or any portion of the Proposed Sublease Premises, then (i) Landlord shall retake possession of such portion on the date specified in the Tenant’s Sublease Notice or such other date mutually agreed upon by Landlord and Tenant, (2ii) 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 Tenant’s obligation to pay rent and to perform all other obligations to be performed by Sublessee under this Subleasefor such portion shall cease on such date, and (4iii) Landlord and Tenant shall promptly execute an amendment to this Lease setting forth the proposed sublessee is financially and operationally responsible. In the event the rent for the land area new square footage of the Subleased reduced Premises exceeds to be occupied by Tenant. Thereafter, Tenant shall not have any further rights of any kind, including any rights of renewal, in or to the rental charged portion of the Premises so retaken. If the Proposed Sublease Premises constitutes less than the entire Premises, Landlord shall cause to Sublessee be constructed and installed, at Landlord’s sole cost and expense, a demising wall separating the Proposed Sublease Premises from the remaining Premises in accordance with all applicable Legal Requirements. If Landlord does not elect to retake all or any portion of the Proposed Sublease Premises within the aforesaid ten (10) day period, Tenant shall comply with the provisions of Subsections (b) through (e) below with respect to any proposed sublease of such portion of the Premises. (b) Subject to the requirements of Section 7.2 hereof, Tenant shall have the right to sublease any portion of the Proposed Sublease Premises that Landlord has not elected to retake pursuant to Subsection 7.3 (a) above (“Eligible Sublease Premises”). (c) Xxxxxx’s right to sublease the Eligible Sublease Premises shall expire 180 days after the date of the Tenant’s Sublease Notice. Thereafter, Tenant shall have no right to sublease the Eligible Sublease Premises unless Tenant shall have again complied with the procedures set forth in this Section 7.3. (d) Provided Tenant is not subject to an Event of Default under Article 4this Lease, Sublessee Tenant shall remit be entitled to retain fifty percent (50%) of any Profit Derived From Subletting the Premises (hereinafter defined) or any part thereof. “Profit Derived From Subletting the Premises” shall mean any and all sums paid to Tenant pursuant to any sublease (other than the fair market value consideration for furniture and equipment) that exceed the base rent and additional rent due under this Lease for such excess portion of the Premises sublet (but shall not include any period of vacancy), less all reasonable out-of-pocket third-party costs and expenses actually incurred by Tenant in connection with such subletting, including, but not limited to, rental abatement, brokerage commissions, reasonable attorneys’ fees, improvements to Sublessor upon receipt by Sublessee; providedthe Premises and reasonable advertising expenses. For any period during which Tenant is subject to an Event of Default under this Lease, however, that any rental received by Sublessee during a period in which no rental is due to Sublessor Landlord shall be paid in its entirety entitled to Sublessorone hundred percent (100%) of the rent due from any subtenant of Tenant and Tenant shall provide written notice to each subtenant to pay said rent directly to Landlord. Sublessor acknowledges and agrees that the preceding sentence Upon not less than thirty (30) days prior written notice to Tenant, Landlord shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises inspect and audit Tenant’s books and records relating to any sublease and expenses incurred by Tenant in connection with their use and enjoyment therewith during normal business hours. Notwithstanding the foregoing, Tenant shall be entitled to retain one hundred percent (100%) of any Profit Derived From Subletting the building(s) they are subleasing from SublesseePremises or any part thereof to an Affiliate of Tenant or a Parent of Tenant pursuant to Section 7.4.

Subleases. Sublessee may not enter into any sublease Notwithstanding anything to the contrary in this Lease, Tenant shall have the right to sublet or license portions of the land area --------- 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 Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval shall be made at least thirty (30) days prior to space in question by the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition of the proposed sublessee and the Subtenant on market terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold pursuant to a space lease or delay ground lease containing provisions deemed desirable by Tenant in its consent to such sublease if sole but reasonable discretion exercising Tenant’s prudent business judgment (1) the use of the Subleased Premises associated with and in any sublease(s) is permitted under Article 9, (2) the sublease(s) are case consistent with Class A institutionally owned and managed properties in the terms and conditions market), in each case without the prior consent of this Sublease; Landlord, provided, however, any Sublease which extends (or includes renewal options or other rights that Sublessee may rent affect any part of an Individual Property) beyond the subleased area at rentals deemed appropriate by Sublesseedate which is five (5) years after the Expiration Date of this Lease (which for avoidance of doubt is the date set forth in Section 1.1 of this Lease) shall require Landlord’s prior consent, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations not to be performed unreasonably withheld, conditioned or delayed (and which consent shall be deemed given if Landlord fails to provide reasonable objections to such Sublease within five (5) Business Days after written request for consent). Landlord agrees that upon a termination of this Lease, each such Sublease permitted by Sublessee under this Sublease, Section 23.4 shall continue in full force and effect as a direct lease between Landlord and such Subtenant. A Sublease of all or substantially all of a Building on a Premises (4) the proposed other than as a result of an expansion by any sublessee is financially and operationally responsible. In the event the rent for the land area of space as of the Subleased Premises exceeds the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%date of this Lease) 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 in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one for all or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or substantially all of the land area remaining Term other than for actual occupancy of the Subleased Premises in connection with their use applicable Individual Property by the Subtenant thereunder shall be deemed a Transfer by Tenant of this Lease, and enjoyment as such shall be subject to all of the building(s) they applicable provisions of this Article 23. For the avoidance of doubt, Landlord agrees that all of the Subleases at the Property Portfolio in effect as of the date hereof, 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 subleasing from Sublesseepermitted hereunder and that Landlord’s rights as ground lessor are expressly subject thereto.

Subleases. Sublessee may (A) The Borrower represents that there is no existing Sublease. The Borrower shall not enter into or amend any sublease of Sublease without the land area --------- of the Subleased Premises without SublessorAgent's prior written approvalconsent, and shall furnish to the Agent, upon execution, a complete and fully executed copy of each Sublease. Any request The Borrower shall provide the Agent with a copy of each proposed Sublease requiring the consent of the 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 Sublessor's approval shall be made at least more than thirty (30) days prior in advance; and not permit any Tenant to assign its Sublease or sublet the commencement 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 tenancy and shall provide detailed information concerning default, but may discount, compromise, forgive or waive claims or discharge the identity and financial condition Tenant from its obligations under the Sublease or terminate or accept a surrender of the proposed sublessee 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 terms and conditions 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 3.1 of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease if Credit Agreement. (1E) 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 For purposes of this Sublease; providedMortgage, 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 obligations to be 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 following terms 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 in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from Sublessee.following meanings:

Subleases. Sublessee CenterPoint may, at its sole cost and expense, enter into a Temporary Sublease at any time without the consent of CJF, provided that (i) the term of the Temporary Sublease does not extend beyond the Term, (ii) the Temporary Sublease includes language that provides that (a) the Temporary Subtenant shall have no right or claim against CJF for any matter or thing, (b) the Temporary Subtenant may not enter into use the applicable Premises or Rollover Space for any sublease purpose other than office, warehouse, distribution, assembly and light manufacturing, as and to the extent permitted under applicable zoning ordinances, and (c) the Temporary Subtenant shall procure prior to and shall maintain throughout the term of the land area --------- 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 Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval Temporary Sublease is delivered to CJF, within five (5) days after its execution (notwithstanding the foregoing, CenterPoint shall be made use reasonable efforts to provide CJF with a copy of the proposed sublease at least thirty five (305) days prior to the commencement of such tenancy its execution), and shall provide detailed information concerning the identity and financial condition of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease if (1iv) the use Temporary Sublease may be terminated by CenterPoint (on its own initiative or at the direction of CJF in the Subleased Premises associated with any sublease(sevent CJF notifies CenterPoint in writing that CJF has elected to enter into an Approved Lease for space that is subject to a Temporary Sublease) is permitted 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 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 obligations to be performed by Sublessee under this Temporary Sublease, and (4) the proposed sublessee is financially CenterPoint shall be solely liable for all subleasing brokerage commissions and operationally responsiblefees in connection with such Temporary Sublease. In the event that any Temporary Subtenant fails or refuses to vacate the rent for applicable Premises or Rollover Space when required by the land area Temporary Sublease, CenterPoint shall, at CJF’s election, commence and diligently pursue eviction proceedings to regain possession of the Subleased applicable Premises exceeds or Rollover Space, at no cost to CJF. At any time, CJF, by written notice to CenterPoint, may elect that the rental charged to Sublessee under Article 4Temporary Sublease shall be treated as an Approved Lease, 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 event the provisions of Section 3.1 above shall apply. CenterPoint shall, and does hereby agree to Sublessor shall be paid in indemnify, defend and hold harmless, CJF, its entirety to Sublessor. Sublessor acknowledges partners, officers, directors, employees, agents, attorneys and agrees that 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 limited to, reasonable attorneys’ fees) resulting or arising from the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to Temporary Subtenant’s use some or all and occupancy of the land area applicable Premises or Rollover Space. CenterPoint’s obligations under this Section 5.3 shall expressly survive the expiration or earlier termination of the Subleased Premises this Agreement (in connection with their use and enjoyment of the building(s) they are subleasing from Sublesseewhole or in part).

Subleases. Sublessee may not enter into any With respect to each and every sublease or subletting pursuant to the provisions of the land area --------- of the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval this Lease, it is further agreed as follows: (i) no subletting shall be made at least thirty for a term ending later than one (301) days day prior to the commencement 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 tenancy 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 detailed information concerning that it is subject and subordinate to this Lease and to the identity matters to which this Lease is or shall be subordinate, and financial condition that, in the event of termination, re-entry or dispossess by Landlord under this Lease, Landlord may, at its option, either terminate such sublease or take over all of the proposed right, title and interest of Tenant, as sublessor, under such sublease, and such sublessee and shall, at Landlord’s option, attorn to Landlord pursuant to the terms and conditions then executory provisions of such sublease, except that Landlord shall not (I) be liable for any previous act or omission of Tenant under such sublease, (II) be subject to any offset, not expressly provided in such sublease, which theretofore accrued to such subtenant against Tenant, or (III) be bound by any previous modification of such sublease or by any previous prepayment of more than one month’s rent; and (iv) any modification, amendment or extension of a sublease previously consented to by Landlord (except for a termination of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease if (1) , a decrease in the use length of the Subleased Premises associated with term thereof or a de minimis modification or amendment not altering any sublease(sof the material financial terms of such sublease) is permitted under Article 9, (2) the sublease(s) are consistent with shall be deemed to be a new sublease subject to all of 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 obligations to be 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 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 apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from Sublessee8.

Subleases. Sublessee may Any sublease of all or any portion of the Premises shall be subject to the following: (i) each such sublease shall expressly be made subject to the provisions hereof, (ii) the term of any subletting shall not enter into extend beyond the Term of this Lease, (iii) no sublease shall affect or reduce any obligation of the Tenant or right of the Landlord hereunder, and (iv) all obligations of the Tenant hereunder shall continue in full force and effect as the obligations of a principal and not of a guarantor or surety, as though no subletting had been made. 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 land area --------- 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 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 Subleased Premises without Sublessor's prior written approvalterms, 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. Any request Furthermore, Landlord shall not be liable in any way to subtenant for Sublessor's approval 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 credit of subtenant, and subtenant shall not have the right to setoff or assert against Landlord any such claim or any damages arising therefrom. Such non-disturbance obligation of Landlord shall be made at least thirty (30) days prior contingent upon the payment of Monthly Rent by the subtenant in an amount equal to the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition greater of the proposed sublessee and the terms and conditions of the proposed Monthly Rent payable under this Lease or said sublease. Sublessor shall not unreasonably withhold or delay its consent Landlord agrees to such sublease if (1) the use of the Subleased Premises associated with any sublease(s) is permitted under Article 9enter into a commercially reasonable, (2) the sublease(s) are consistent with recordable non-disturbance and recognition agreement setting forth 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 obligations to be 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 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 apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from SublesseeSection 16.6.

Subleases. Sublessee So long as there is then no uncured default, Lessee may not enter into any sublease portions of the land area --------- of Premises with the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval shall be made at least thirty (30) days prior to the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition Lessor upon submission of the proposed sublessee and the terms and conditions a copy of the proposed sublease. Sublessor , which approval shall not be unreasonably withhold withheld or delay delayed, provided the following conditions are satisfied: (a) No sublease shall relieve Lessee of its consent responsibility to pay and perform all of its obligations hereunder; (b) Lessee shall not be entitled under a sublease to collect rent which is prepaid in excess of one year in advance, unless Lessee either: (i) prepays Rent for the portion of the Parcel covered by the sublease, or (ii) provides Lessor with a letter of credit or other bond which is in such sublease if 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 Premises; (1c) the The proposed use of the Subleased portion of the Premises associated with 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 sublease(sviolation of any provisions of this Lease, whether by act or 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 permitted under Article 9, an arms-length transaction negotiated in good faith and provides for rental rates comparable to existing market rates; and (2h) the sublease(s) are consistent with the Such sublease is on a form of lease which has been previously approved by Lessor or is otherwise entered into upon 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 which are reasonably satisfactory to Sublessor to pay rent and to perform all other obligations to be 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 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 apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from SublesseeLessor.

Subleases. Sublessee may not Without the consent or approval of Purchaser, Seller will be entitled to enter into any sublease Subleases of all or part of the land area --------- 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 the form to be attached as an exhibit to each Master Lease, for each such Sublease promptly upon request of Seller; provided, however, Purchaser has no obligation to execute 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, then the Sublease must be assigned by Seller to Purchaser, the premises of such Sublease will be automatically removed from the premises of the Subleased Premises without Sublessor's prior written approvalapplicable Sublease, and Seller will be released from liability under such Sublease. Any request for Sublessor's approval shall Seller will be made 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 commencement date of the Sublease failed to pay any rent or other sums payable under the Sublease within thirty (30) days prior to the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition of the proposed sublessee and 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 subtenant so as to insure the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease 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 satisfaction 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 obligations to be performed by Sublessee under this Subleasecondition, and (4b) no such Sublease may be executed by Seller in the proposed sublessee is financially and operationally responsible. In the event the rent for the land area last two years 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 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 apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all term of the land area applicable Master Lease. Otherwise, any deviation of a Sublease from the Subleased Premises Sublease Parameters must be approved in connection with their use and enjoyment of the building(s) they are subleasing from Sublesseeadvance by Purchaser.

Subleases. Sublessee may not enter into any sublease Portions of One Paragon Centre are leased to CBRE, Inc. and Nicklies & Company (individually an “Existing Tenant” and, collectively, the “Existing Tenants”) pursuant to the Lease Agreements set forth on Exhibit E attached hereto and incorporated herein (individually a “Sublease” and, collectively, the “Subleases”). In furtherance of this Lease and Tenant’s lease of the land area --------- entire Building, Landlord shall assign its interest in the Subleases to Tenant, and Tenant shall then sublease such portions of the Subleased Premises without Sublessor's prior written approvalto the Existing Tenants pursuant to the Subleases. Any request Notwithstanding anything in this Lease to the contrary, 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 Sublessor's approval shall be made the non-exclusive use and benefit of the Existing Tenants and their respective agents, employees, licensees and invitees so long as at least thirty (30) days prior to the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition one of the proposed sublessee 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 proposed sublease. Sublessor shall not unreasonably withhold Subleases. (e) To the extent the Subleases are still in effect, then upon the expiration or delay its consent to such sublease 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 termination of this Sublease; providedLease, howeverTenant shall assign its entire right, that Sublessee may rent title and interest in the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable Subleases to Sublessor to pay rent and to perform all other obligations to be 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 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 apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from SublesseeLandlord.

Subleases. Sublessee may not (a) For each Assumed and Subleased Real Estate Lease designated to be subleased pursuant to Section 2.1.5(b) or Non-365 Subleased Real Estate Lease designated to be subleased pursuant to Section 2.1.6(b), the relevant Seller, as sublandlord, and Purchaser or a Designated Purchaser, as subtenant, will enter into any a sublease of in the land area --------- of the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval shall be made form attached hereto as Exhibit N (each such sublease a “Sublease”) at least thirty (30) days Closing with a term to expire one Business Day prior to the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition scheduled expiration date of the proposed sublessee applicable Assumed and Subleased Real Estate Lease or Non-365 Subleased Real Estate Lease (subject to the provisions of Section 5.31) with respect to the portion of the applicable property to be used by the Purchaser or a Designated Purchaser for the Business. (b) The Sellers and the terms Purchaser will cooperate to determine how to segregate and conditions demise the subleased premises, including the size and configuration of space to be subleased to Purchaser or a Designated Purchaser (which shall, other than in the proposed sublease. Sublessor case of any Sublease relating to Lease A or Replacement Lease A (which shall not unreasonably withhold or delay its consent be determined in accordance with Exhibit 5.28(g)) and any Sublease relating to such sublease if Lease B (1) which shall be determined in accordance with Exhibit 2.1.5(b)(v)), be based upon the contemplated use of the demised premises and employee headcount reasonably agreed between Purchaser and Sellers on or prior to the Closing Date and 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 provide relevant information (subject to confidentiality limitations) on the subleased premises to the other provided that it is understood and agreed that all costs of such segregation and demising will be the sole responsibility of Purchaser and that Purchaser’s plans and specifications therefor will be subject to Sellers’ reasonable approval. (c) From and after the date hereof and subject in all cases to Section 5.28(d), Purchaser shall be permitted to contact and have reasonable access to any landlord under the Assumed and Subleased Premises associated Real Estate Leases or Non-365 Subleased Real Estate Leases for the purpose of (x) negotiating a direct lease between such landlord and Purchaser or Designated Purchaser for all or a portion of the space covered or reasonably anticipated to be covered by the relevant Sublease, (y) recognition and non-disturbance protections for the benefit of Purchaser, and/or (z) leasing other space in the building to which the Assumed and Subleased Real Estate Lease or Non-365 Subleased Real Estate Lease relates (it being agreed that the leasing or subleasing of such other space shall not relieve Purchaser or a Designated Purchaser of its obligations in respect of the relevant Sublease) and for no other purpose. Seller shall cooperate with Purchaser or Designated Purchaser and use commercially reasonable efforts, without incurring any sublease(sthird-party costs, to assist Purchaser or Designated Purchaser in connection with such negotiations. (d) Purchaser’s rights set forth in Section 5.28(c) shall be subject to applicable Law and the following conditions: (i) Seller and Purchaser or Designated Purchaser shall have reasonably agreed on a mutually acceptable strategy for negotiations with each landlord (including, without limitation, the ability of the Purchaser or a Designated Purchaser to enter into a direct lease for all or less than all of the space covered or reasonably anticipated to be covered by the relevant Sublease in lieu of a Sublease) and the Main Sellers shall be afforded the right to participate in all such communications with the landlord to the extent that they wish to do so, (ii) neither any Seller nor Purchaser nor Designated Purchaser shall have any obligation to agree to any increase in any of its obligations under the applicable Assumed and Subleased Real Estate Lease, Non-365 Subleased Real Estate Lease or Sublease in connection with such discussions with the landlords, (iii) such negotiations shall be immediately terminated if they are having an adverse impact on the landlord-tenant relationship between the Sellers and such landlord, as determined by the Sellers in their reasonable discretion, (iv) the Sellers shall have no obligations under or with respect to such direct lease negotiated by Purchaser or any Designated Purchaser, and (v) neither Purchaser nor any Designated Purchaser shall be permitted to enter into a direct lease without obtaining NNI’s prior written consent, which consent may be granted or withheld in the Seller’s sole discretion, unless: (A) there is no modification to the terms of the related Assumed and Subleased Real Estate Lease or Non-365 Subleased Real Estate Lease that is adverse to the Sellers in connection with the entry into such direct lease, (B) the Sellers shall not be obligated to pay any fees, penalties or other charges in connection with the entry into the direct lease by the Purchasers or the Designated Purchaser, (C) Sellers are fully and finally released from all obligations and liability to such landlord and any other parties with respect to the space subject to the direct lease, and (D) either (x) all, but not less than all, of the space covered or reasonably anticipated to be covered by the relevant Sublease is subject to such direct lease or (y) if such proposed direct lease covers less than all of the space covered or reasonably expected to be covered by the relevant Sublease then (A) the remainder of such space (taking into account the relevant loss factors and all common area cost allocation) is permitted under Article 9, expressly removed from the demised premises for all purposes covered by the relevant Assumed and Subleased Real Estate Lease or Non-365 Subleased Real Estate Lease and the rent and additional rent obligations of Seller is reduced accordingly and (2B) the sublease(sdemised premises which thereafter remain subject to a Seller’s Assumed and Subleased Real Estate Lease or Non-365 Subleased Real Estate Lease is not divided into two or more non-contiguous portions and is not less marketable than it was prior to Purchaser’s or Designated Purchaser’s entry into such direct lease. (e) are consistent After the Closing, the subtenant under each Sublease shall also be permitted to have contact with the landlord under the related Assumed and Subleased Real Estate Lease or Non-365 Subleased Real Estate Lease on routine facilities maintenance matters, and the applicable sublandlord will reasonably cooperate with such subtenant, at Purchaser’s expense, to enforce the obligations of such landlord under the applicable Assumed and Subleased Real Estate Lease or Non-365 Subleased Real Estate Lease. (f) With respect to the Sublease of property located at Belleville, Ontario, the Sellers agree that they will not exercise any options to extend the applicable Non-365 Subleased Real Estate Lease related thereto and the Purchaser or a Designated Purchaser will in its sole discretion be permitted to negotiate a direct lease with the landlord with respect to the time after the expiration of the term of the applicable Non-365 Subleased Real Estate Lease and Sellers shall have no obligations under or with respect to such direct lease. (g) Notwithstanding any provision of this Agreement to the contrary, Purchaser (on behalf of itself and any Designated Purchaser) and Sellers agree to be bound by and comply with the terms and conditions of this Sublease; provided, however, that Sublessee may rent set forth in Exhibit 5.28(g) with respect to the subleased area at rentals deemed appropriate by Sublessee, (3365 Real Estate Lease identified as “Lease A” in Section 2.1.5(b)(iii) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations to be 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 Sellers Disclosure Schedule and the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%) of “Replacement Lease A” identified in 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 in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from SublesseeExhibit 5.28(g).

Subleases. Sublessee may In the event that Lessee seeks to sublease the Aircraft pursuant to a Permitted Sublease whereby Lessee does not enter into any sublease retain possession and operational control of the land area --------- Aircraft at all times, in addition to securing Lessor's advance written consent to any such 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 Subleased Premises Aircraft, and Lessor's rights to the proceeds hereof, including but not limited to an opinion of 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 in this Lease, including but not limited to Sections 6(a)(i) and 6(a)(ii), (x) any transfer of possession or control of the Aircraft by reason of any Permitted Sublease shall be, and shall expressly provide that it is, subject and subordinate to all of the terms of this Lease, including, without Sublessorlimitation, Lessor's prior written approvalright 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 Lessee hereunder to the same extent as if such transfer of possession of the Aircraft had not occurred and notwithstanding the terms and provisions of any Permitted Sublease. Any Lessee shall advise Lessor in writing of its request for Sublessor's approval shall be made consent to sublease the Aircraft at least thirty ninety (3090) days prior to the proposed commencement of such tenancy date, and shall provide detailed information concerning the identity and financial condition Lessor with copies of the various documents and agreements proposed sublessee to be executed and the terms delivered between it and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease 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 obligations to be performed by Sublessee under this Sublease, and (4) as soon as practicable Lessor shall review 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 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 apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from Sublessee.same with

Subleases. Sublessee may not (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 sublease of the land area --------- of the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval shall be made Person who is not a debtor or debtor-in-possession in a voluntary or involuntary bankruptcy proceeding at least thirty (30) days prior to the commencement of such tenancy the 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 provide detailed information concerning not permit Operator, without Landlord’s prior written consent, amend or modify any Sublease in a manner which would cause such Sublease (as amended or modified) to violate the identity provisions of this ARTICLE XII and financial condition Tenant shall deliver to Landlord, or shall cause to be 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) Each Sublease shall include provisions with respect to insurance requirements in Sections 10.4, 10.5 and 10.10 to the extent applicable, Section 12.2 and Article XXII to the extent applicable (including Section 22.2), and indemnity in favor of the proposed sublessee Landlord as follows: “Subtenant hereby agrees to indemnify and hold harmless Landlord and all of its trustees, officers, members, managers, partners, operators, employees, directors, agents, and consultants (hereinafter collectively referred to as the terms “Indemnitees”) of and conditions of the proposed sublease. Sublessor shall from any and all claims, demands, liabilities, losses, costs, or expenses for any loss including but not unreasonably withhold limited to bodily injury (including death), personal injury, property damage, expenses, and reasonable attorneys’ fees, caused by, growing out of, or delay its consent to such sublease if (1) the use of the Subleased Premises associated otherwise occurring in connection 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 obligations to be performed by Sublessee under this Sublease, arising from (i) any negligence or willful misconduct on the part of Subtenant, its agents, employees, contractors or others working at the direction of Subtenant, on its behalf; (ii) violation beyond any applicable notice and (4) cure period of any pertinent federal, State, or local Law by Subtenant, its agents, employees, contractors or others working at the proposed sublessee is financially and operationally responsible. In the event the rent for the land area direction of the Subleased Premises exceeds the rental charged to Sublessee under Article 4Subtenant, Sublessee shall remit fifty percent (50%) of such excess to Sublessor upon receipt by Sublessee; providedon its behalf, however, that 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 apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from Sublessee.and

Subleases. Sublessee (a) Except as set forth in this Section 25.2, Lessee may not enter into sublet any sublease Property or portion thereof without first obtaining the prior written consent of the land area --------- 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 to a Subsidiary of Lessee, or sublet professional space constituting a portion of a 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 rights of the Subleased Premises without SublessorLessor, 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 prior written approval. Any request for Sublessor's approval obligations to Lessor hereunder and Lessee shall remain directly and primarily liable under this Lease as to the Property so sublet. (d) Each insurance policy carried by Lessee pursuant to Article XIV hereof shall be made endorsed to name each sublessee under any such sublease as an additional insured. Prior to the 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 commencement execution and delivery of any sublease permitted by this Article XXV, Lessee shall notify Lessor and the Agent of the execution of such tenancy and shall provide detailed information concerning the identity and financial condition sublease. As of the proposed sublessee and date of each Lease Supplement, Lessee shall lease the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to respective Properties described in such sublease 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 obligations to be performed by Sublessee under this SubleaseLease Supplement from Lessor, and (4without limiting the generality of Sections 25.2(a) the proposed sublessee is financially - (d)) any existing tenant respecting such Property shall automatically be deemed to be a subtenant of Lessee and operationally responsible. In the event the rent for the land area not a tenant 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 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 apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from SublesseeLessor.

Subleases. Sublessee (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 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 enter into 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 land area --------- Property or any portion thereof (and without regard to whether the consent of the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval shall be made at least thirty Lessor and the Majority Mortgage Lenders is required): (30i) days prior to the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition of the proposed sublessee and the terms and conditions of such sublease are commercially reasonable and the proposed sublease. Sublessor shall not unreasonably withhold rent payable thereunder is no less than a market rent for the Property or delay its consent 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 (1at Lessee’s sole cost and expense) written confirmation from an independent appraiser (reasonably acceptable to Lessor) that the condition set forth in clause (i) has been satisfied; (v) the use term of such sublease shall not extend beyond the Term; (vi) such sublease shall be expressly subject and subordinate to the Lease; and (vii) such sublease shall not diminish the fair market value in any material manner, the useful life or the utility of the Subleased Premises associated with any sublease(s) Property or portion thereof which 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 subject to Sublessor to pay rent and to perform all other obligations to be 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 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 apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from Sublesseesublease.

Subleases. Except as provided in 21.1 above, Sublessee may shall not enter into any sublease of the land area --------- of the Subleased Premises without Sublessor's ’s, and, under the Primary Sublease, PDA’s prior written approval. Any request for Sublessor's ’s (and, PDA’s) approval shall be made at least thirty (30) 21 days prior to the commencement of such tenancy tenancy, and shall provide reasonably detailed information concerning the identity and financial condition of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease if (1) the use of the Subleased Premises associated with any sublease(s) is a permitted use under Article 9, this lease; (2) the sublease(s) are sublease is 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 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 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 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 the 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 caused by Sublessee or its agents.”, and (4) adding 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, following in its place; “… but Sublessee shall remit fifty percent (50%) of such excess to Sublessor upon receipt by Sublessee; provided, however, that any rental received have no responsibility for contamination not caused by Sublessee during a period in which no rental is due to Sublessor or its sublessees, assignees, contractors or agents.” 10. A. Section 22.4 shall be paid 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 its entirety place; “…Sublessee’s liability being limited to Sublessor. Sublessor acknowledges matters relating to its own or its sublessees, assignees, contractors and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from Sublesseeagents’ activities.”

Subleases. Sublessee may not Without the consent or approval of Purchaser, Seller will be entitled to enter into any sublease Subleases of all or part of the land area --------- 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 the form to be attached as an exhibit to each Master Lease, for each such Sublease promptly upon request of Seller; provided, however, Purchaser has no obligation to execute or deliver same unless such agreement provides that Purchaser has no obligation thereunder unless and until the Earn Out Conditions with respect thereto Exhibit “H”- 3 have been satisfied. When a Sublease has satisfied the Earn Out Conditions, then the Sublease must be assigned by Seller to Purchaser, the premises of such Sublease will be automatically removed from the premises of the Subleased Premises without Sublessor's prior written approvalapplicable Sublease, and Seller will be released from liability under such Sublease. Any request for Sublessor's approval shall Seller will be made 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 commencement date of the Sublease failed to pay any rent or other sums payable under the Sublease within thirty (30) days prior to the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition of the proposed sublessee and 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 subtenant so as to insure the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease 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 satisfaction 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 obligations to be performed by Sublessee under this Subleasecondition, and (4b) no such Sublease may be executed by Seller in the proposed sublessee is financially and operationally responsible. In the event the rent for the land area last two years 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 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 apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all term of the land area applicable Master Lease. Otherwise, any deviation of a Sublease from the Subleased Premises Sublease Parameters must be approved in connection with their use and enjoyment of the building(s) they are subleasing from Sublesseeadvance by Purchaser.

Subleases. Sublessee may not enter into any sublease All Resident Subleases shall be in compliance with the applicable regulations of the land area --------- California Tax Credit Allocation Committee and the applicable requirements of the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval Tax Credit Regulatory Agreement, and shall be made at least thirty subject to the following provisions and restrictions: Each Resident Sublease shall contain a provision, satisfactory to Lessor, requiring the Subtenant to attorn to Lessor upon (30a) days an Event of Default by Lessee under this Lease, and (b) receipt by such Subtenant of written notice of such Event of Default and instructions to make such Subtenant’s rental payments to Lessor. On any termination of this Lease prior to the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition expiration of the proposed sublessee Term, all of Lessee’s interest as sublessor under any and the terms all existing valid and conditions of the proposed sublease. Sublessor enforceable Resident Subleases for which Lessor has issued a non-disturbance agreement shall not unreasonably withhold or delay its consent to such sublease if (1) the use of the Subleased Premises associated with any sublease(s) is permitted under Article 9be deemed automatically assigned, (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 obligations to be performed by Sublessee under this Subleasetransferred, and (4) 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 proposed sublessee is financially same extent Lessee, as sublessor, was bound thereunder and operationally responsible. In Lessor shall have all the event the rent for the land area of the Subleased Premises exceeds the rental charged to Sublessee rights under Article 4such Resident Subleases that Lessee, Sublessee shall remit fifty percent (50%) of as sublessor, had under such excess to Sublessor upon receipt by SublesseeResident Subleases; provided, however, that any rental received by Sublessee during amendments to any such Resident Sublease made after the issuance of a period in which no rental is due non-disturbance agreement to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence a subtenant shall not apply be binding on Lessor. Each Resident Sublease shall expressly provide that it is subject to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or each and all of the land area covenants, conditions, restrictions, and provisions of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from Sublesseethis Lease.

Subleases. Except as provided in 21.1 above, Sublessee may shall not ----- enter into any sublease of the land area --------- of the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval shall be made at least thirty (30) 21 days prior to the commencement of such tenancy tenancy, and shall provide reasonably detailed information concerning the identity and financial condition of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease if (1) the use of the Subleased Premises associated with any sublease(s) is a permitted use under Article 9, this lease; (2) the sublease(s) are sublease is 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 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, and (4) the proposed sublessee is financially and operationally responsiblesuch request shall be deemed approved. In the event that the rent for the land area of Subleases Premises shall exceed the Subleased Premises exceeds the rental per square foot rent charged to the Sublessee under Article 4this lease, Sublessee shall remit fifty percent (50%) % of such the excess to Sublessor upon receipt by Sublessee; provided, however, that . In calculating any rental received excess rent payable by Sublessee during a period in which no rental is due to Sublessor pursuant to this provision, Sublessee shall first be paid 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 employ a broker to market the Subleased Premises or any portion thereof other than Sublessor's agent The Xxxx Company, Inc. (or its entirety to Sublessorsuccessor). Sublessor acknowledges and agrees that the preceding sentence This provision shall not apply in the event that 85% of the ownership interest in the Sublessor shall change, in which event the Sublessor shall so notify the Sublessee. The foregoing shall not be construed to subleases pursuant to which prevent Sublessee is leasing one from procuring subtenants by itself or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right through non-broker representatives. Sublessor shall cause The Xxxx Company, Inc. to use some or all of the land area of its best efforts to market the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from Sublesseeif called upon under this subparagraph.

Subleases. So long as no Event of Default shall have occurred and be continuing, any Lessee may sublease one or more Vehicles (i) to a wholly-owned Subsidiary of such Lessee or to another Lessee without the prior written consent of Lessors or Agent and (ii) to any other corporation organized under the laws of the 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 5.2 shall satisfy each of the following conditions: such Sublease shall automatically expire upon the termination of the Lease Supplement governing the Vehicle subleased under such Sublease and shall be expressly subordinate and subject to this Lease and the Liens created hereunder, and to the applicable Lease Supplement; such Sublease shall be in writing and shall expressly prohibit any further assignment, sublease or transfer; such Sublease shall not contain a purchase option in favor of the Sublessee or any other provision pursuant to which the Sublessee may not enter into obtain record or beneficial title to the Vehicle leased thereunder from the Lessee of such Vehicle; such Sublease shall prohibit the Sublessee from making any sublease alterations or modifications to the Vehicle that would violate this Lease; such Sublease shall require the Sublessee to maintain the Vehicle in accordance with Section 5.3; all of the land area --------- applicable Lessee's rights, title and interest in, to and under such Sublease shall be pledged by such Lessee to Agent, for the benefit of the Subleased Premises Lessors, as collateral for such Lessee's obligations under the Operative Agreements, by delivery of an executed original counterpart upon the execution and delivery thereof, marked as the sole original execution counterpart for Uniform Commercial Code purposes, to the Agent, and each Lessee shall, at its own cost and expense, do any further act and execute, acknowledge, deliver, file, register and record any further documents which the Agent or Lessors may reasonably request in order to create, perfect, preserve and protect Agent's and Lessors' security interest in such Sublease; no Lessee shall, without SublessorAgent's prior written approval. Any request for Sublessor's approval consent, permit or consent to any renewal or extension of a Sublease at any time when an Event of Default has occurred and is continuing; and Lessees' Representative shall be made at least thirty (30) notify Agent and each Lessor in writing not less than 30 days prior to entering into any Sublease, which notice shall include (i) a description of the commencement Vehicle or Vehicles to be leased thereunder, and (ii) the street address, city, county and State where such Vehicle or Vehicles will be located during the term of such tenancy and shall provide detailed information concerning the identity and financial condition of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease 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 obligations to be performed by Sublessee under this Sublease, and (4Lessees' Representative shall provide copies of each Sublease to Agent upon request, provided that if such Sublease will require that the Vehicle be titled or registered in a different jurisdiction, then the applicable Lessee must comply with Section 6.1(f) 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 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 apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises Participation Agreement in connection with their use such titling and enjoyment registration. The liability of each Lessee with respect to this Lease, the Lease Supplements and each of the building(s) they are subleasing from Sublesseeother Operative Agreements shall not be altered or affected in any way by the existence of any Sublease.

Subleases. Sublessee may not enter into (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 land area --------- execution of such sublease. As of the Subleased Premises date of this Lease, 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 Sublessor's the prior written approvalconsent 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. Any request for Sublessor's approval Lessee may otherwise sublet the Property or portion thereof to any Person (other than to a 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 made expressly subject and subordinate to this Lease. (e) No sublease hereunder, whether or not to an Affiliate of Lessee, shall subject any Financing Party to regulation by any Governmental Authority to which any Financing Party would not have been subject but for such sublease, nor shall any sublessee be subject to a proceeding under bankruptcy, insolvency or similar laws at least thirty (30) days prior to the commencement time of such tenancy and sublease, nor shall provide detailed information concerning the identity and financial condition of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease if (1) the use create a Lease Default or Lease Event 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 obligations to be 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 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 apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from SublesseeDefault hereunder.

Subleases. So long as no Event of Default shall have occurred and be continuing, Lessee may sublease one or more items of Equipment to any other Person; provided that such items of Equipment (whether one or more) are maintained in the United States or its territorial waters; and provided further that any Sublease entered into pursuant to this Section 5.2 shall satisfy each of the following conditions: (a) such Sublease shall be expressly subordinate and subject to this Lease and the Liens created hereunder; (b) such Sublease shall be in writing and shall expressly prohibit any further assignment, sublease or transfer of any rights or interests in the Equipment; (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 Equipment leased thereunder from Lessee of such Equipment; (d) such Sublease shall prohibit the Sublessee from making any alterations or modifications to the Equipment that would violate this Lease; (e) such Sublease shall not enter into any sublease adversely affect the Lessors' interests and rights in the Lease or the Equipment; (f) such Sublease shall require the Sublessee to maintain the Equipment in accordance with Section 5.3 and to engage in activities with the Equipment in a manner consistent with the Equipment's intended purpose and in accordance with the Equipment's specifications; (g) on or before execution and delivery of such Sublease, Lessee shall execute and deliver to Administrative Agent a security agreement, in a form approved by Administrative Agent, whereby Lessee grants to Administrative Agent, for the benefit of the land area --------- 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 Subleased Premises Operative Agreements. Upon the occurrence and during the continuance of an Event of Default, Lessee shall deliver to Administrative Agent an executed original counterpart of each Sublease upon the execution and delivery thereof, marked as the sole original execution counterpart for Uniform Commercial Code purposes, and Lessee shall, at its own cost and expense, do any further act and execute, acknowledge, deliver, file, register and record any further documents which Administrative Agent may reasonably request in order to create, perfect, preserve and protect Administrative Agent's and Lessor's security interest in such Sublease. Any payments received by Administrative Agent from any Sublessee pursuant to this Section shall be credited to those amounts owing by Lessee under the Lease; (h) Lessee shall not, without SublessorAdministrative Agent's prior written approval. Any consent, permit or consent to any renewal or extension of a Sublease at any time when an Event of Default has occurred and is continuing; and (i) Upon request for Sublessor's approval shall be made by Administrative Agent at least thirty (30) days prior to the commencement direction of such tenancy and Required Lessors, Lessee shall provide detailed information concerning the identity and financial condition Administrative Agent with (i) a list of each Sublease entered into by Lessee, which list shall include a description of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease 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 obligations Equipment to be performed by Sublessee under this Subleaseleased thereunder, and (4ii) if an Event of Default has occurred and is continuing, copies of each Sublease. The liability of Lessee with respect to this Lease, the proposed sublessee is financially Lease Supplements and operationally responsible. In the event the rent for the land area each 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 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 other Operative Agreements shall not apply to subleases pursuant to which Sublessee is leasing one be altered or more buildings (or portions affected in any way by the existence of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from Sublesseeany Sublease.

Subleases. Sublessee may not enter into any sublease 11.4.1 No Sublease is valid without the prior consent of each of the land area --------- Lessor and the First Nation and until the Lessee and Sublessee have entered into a Sublease Consent Agreement, substantially in the form attached as Schedule D, and no assignment of a Sublease is valid until the Lessee and assignee have entered into a Sublease Consent Agreement, substantially in the form attached as Schedule D. For greater certainty, any tenancy derived from a Sublease will also comply with this section, with changes to the Sublease Consent Agreement as would be applicable to such an agreement being signed by a Sublessee and sub- sublessee. 11.4.2 The Lessor is entitled to withhold consent under subsection 11.4.1 until the Council has delivered a resolution to the Lessor (substantially in the form attached as Schedule B-2) declaring that the First Nation’s electors have been presented with a proposal for a specific Project or a specific and limited use (in the reasonable opinion of the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval shall be made at least thirty (30Lessor) days prior to and have approved under a vote conducted in accordance with the commencement of such tenancy and shall provide detailed information concerning process required by the identity and financial condition Designation the portion of the proposed sublessee and Lands to be subleased, the terms and conditions rent payable, the term of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease 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 obligations to be performed by Sublessee under this Sublease, and the Project to be developed or the purpose for which such lands will be subleased. 11.4.3 If a Sublease is granted, then the Lessee will not amend the Sublease to increase its term, increase the area of Lands subleased, or change the Project or the purposes for which such lands are subleased, without the consent of each of the Lessor and the First Nation and any such proposed amendment is not valid without such consent. The Lessor is entitled to withhold consent until the Council has delivered a resolution to the Lessor (4substantially in the form attached as Schedule B-2) declaring that the proposed sublessee is financially First Nation’s electors have approved the amendment under a vote conducted in accordance with the process required by the Designation. 11.4.4 The Lessee will ensure that each Sublease granted by it requires the payment of fair market rent and operationally responsiblewill promptly and diligently collect such rent. In the event of a default on this obligation, the Lessee will pay as Rent under this Lease any difference between such fair market rent required by this subsection and the amount of rent actually received if fair market rent is not charged or if rent is not promptly or diligently collected. Fair market rent means the most probable rent that the subleased portion of the Premises should bring in a competitive and open market, reflecting all conditions of this Lease and the Sublease and assuming the following conditions: 11.4.4.1 The Lessee and the Sublessee are typically motivated, well informed, well advised and are acting prudently in an arm’s length transaction. 11.4.4.2 A reasonable time is allowed for exposure in the open market and the rent represents the normal consideration for the land area subleased portion of the Subleased Premises exceeds unaffected by undue stimulus or special fees or concessions granted by anyone associated with the rental charged transaction. 11.4.4.3 The subleased portion of the Premises are owned by the Lessor in fee simple, free of all charges and encumbrances other than those registered in the Registry, and the inalienability or Indian reserve status of the Lands is not a discounting factor and will not be used as a basis to Sublessee lower valuation in comparing the subleased portion of the Premises to other properties, whether or not such properties are Indian reserve lands. 11.4.4.4 The subleased portion of the Premises do not include any Improvements made after the date on which the Sublease begins and the contributory value of the Sublessee's Improvements will not be taken into account. 11.4.5 By January 31st on each year of this Lease, the Lessee will provide the Lessor with a statutory declaration setting out for the previous year of the Lease the rent required under Article 4each Sublease, Sublessee shall remit fifty percent (50%) the date upon which such rent was required, the rent actually received and the date 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 in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from Sublesseereceipt.

Subleases. Sublessee may not (a) Tenant shall be entitled to enter into any sublease Subleases of the land Leased Premises with Landlord's consent, which consent shall not be unreasonably withheld if such Subleases are in conformity with Article 17 below. If Tenant requests such consent in writing, 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 Subleased Premises without Sublessor's prior reasons for such denial and (ii) the changes to any such Sublease which would be necessary in order for Landlord to grant such consent. In the event Landlord fails to deliver written approval. Any request for Sublessor's approval notice to Tenant withholding consent within such thirty (30) day (or where applicable, sixty (60) day) period, then Landlord shall be made 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 commencement effective date of the Sublease (i) setting forth the name of such tenancy Subtenant and shall provide detailed information concerning the identity and financial condition of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease if (1) the use of the Subleased Premises associated 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(sSublease 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 permitted 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 Article 9Subtenant'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 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 sublease(s) are consistent with the terms and conditions cancellation or termination, for any reason whatsoever, of this Sublease; providedLease, howeveror the surrender thereof, that Sublessee may rent whether voluntary, involuntary or by operation of law, prior to the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this expiration date of Subtenant's Sublease, including any extensions and renewals of Subtenant's Sublease provided for therein (4) in any event not to exceed the proposed sublessee is financially present termination date of this Lease), Landlord may, at its option and operationally responsible. In without the event execution of further instruments by Landlord or Subtenant, succeed to the rent for the land area interest of the Subleased Premises exceeds the rental charged to Sublessee Tenant under Article 4, Sublessee shall remit fifty percent (50%) of Subtenant's Sublease and upon such excess to Sublessor upon receipt election by Sublessee; provided, however, that any rental received by Sublessee during a period in which no rental is due to Sublessor Landlord Subtenant shall be paid in its entirety bound to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that Landlord under those subleases the tenants have the right to use some or all of the land area terms of Subtenant's Sublease for the balance of the Subleased Premises term thereof, including any extensions or renewals thereof provided for in connection Subtenant's Lease, with their use the same force and enjoyment of the building(s) they are subleasing from Sublessee.effect as if Subtenant's Lease was originally entered into directly by Landlord and Subtenant, and Subtenant hereby agrees to attorn to Landlord, as its landlord, such attornment to be effective and self-

Subleases. Sublessee may not enter into (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 land area --------- execution of such sublease. As of the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval 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 made at least thirty (30) days prior to the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease 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 obligations to be performed by Sublessee under this Subleasea subtenant of Lessee and not a tenant of Lessor. (b) Lessee may, and (4) without the proposed sublessee is financially and operationally responsible. In the event the rent for the land area consent of the Subleased Premises exceeds the rental charged to Sublessee under Article 4Lessor, Sublessee shall remit fifty sublet not more than twenty percent (5020%) 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 excess to Sublessor upon receipt by Sublessee; providedsubleased Properties and any other Properties) under this Lease, however, that each Lease Supplement and the other Operative Agreements. Any such sublease of any rental received by Sublessee during a period in which no rental is due to Sublessor Property shall be paid on commercially reasonable terms and at market rates, and such Property shall continue to be used for the purposes set forth in its entirety this paragraph and in the definition of "Property." Except as set forth in this Section 25.2(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 Sublessorany 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 thereof shall be subject, and expressly subordinate to the 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. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases Each insurance policy carried by Lessee pursuant to which Sublessee is leasing one or more buildings (or portions Article XIV hereof shall be endorsed to name each sublessee under any such sublease as an additional insured. Prior to the effectiveness of buildings) any such sublease, Lessee shall deliver a copy thereof to direct tenants of Sublessee notwithstanding the fact that under those subleases Lessor and the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from SublesseeAgent.

Subleases. Sublessee may not enter into any sublease (a) On or prior to the Closing, each of TRH and AIG shall execute and deliver each of the land area --------- “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 without Sublessor's prior written approval. Any request for Sublessor's approval shall separately, and (ii) to obtain the consent of any Landlord, including any costs or expenses that may be made at least thirty (30) days prior to charged in accordance with the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition terms of the proposed sublessee Master Lease or that are otherwise reasonably requested by any Landlord, and (iii) to dispute the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay refusal by any Landlord under any Master Lease to provide its consent to such sublease if (1) the use 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 associated 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 sublease(s) consent necessary to effectuate any Sublease on or prior to the Consent Deadline that is permitted under Article 9applicable to such Sublease (each such Sublease a “Rejected Sublease”), then solely with respect to such Rejected Sublease, (2i) the sublease(sRejected 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) are consistent TRH shall, or shall cause its relevant Affiliate(s) to, vacate the Rejected Subleased Premises in accordance with the terms requirements set forth in the Affected Master Lease and conditions otherwise in an orderly manner on or prior to the Exit Date that is applicable to the Rejected Sublease and shall do so at TRH’s sole cost and expense, and (iii) TRH or the relevant TRH Affiliate(s) shall, no later than the date on which TRH vacates all of this Subleasethe 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 Sublessee may rent AIG shall have no obligation to extend the subleased area at rentals deemed appropriate by Sublesseeapplicable 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 determined not to provide its consent to, any Sublease or to extend to any applicable Exit Date. (c) For purposes of this Section 3.23, the following terms shall have the following meanings. “Affected Master Lease” shall mean, with respect to any Rejected Sublease, the Master Lease relating to such Rejected Sublease. “Consent Deadline” shall mean, (3i) Sublessee remains primarily liable with respect to Sublessor to pay rent the New York Sublease and to perform all other obligations to be performed by Sublessee under this the Chicago Sublease, the date that is twenty (20) days after the Closing Date, and (4ii) with respect to the proposed sublessee Toronto Sublease, the date that is financially ten (10) days after the Closing Date. “Exit Date” shall mean, (i) with respect to the New York Sublease and operationally responsiblethe Chicago Sublease, the date that is thirty (30) days after the Closing Date, and (ii) with respect to the Toronto Sublease, the date that is fifteen (15) days after the Closing Date. In “Landlord” shall mean, with respect to any Sublease, the event Person that is identified in such Sublease as the rent for landlord or owner under such Sublease’s Master Lease. “Master Lease” shall, with respect to any Sublease, have the land area of meaning ascribed to the term “Master Lease” in such Sublease. “Rejected Subleased Premises” shall mean, with respect to any Rejected Sublease, the Subleased Premises exceeds the rental charged relating to Sublessee under Article 4such Rejected Sublease. “Subleased Premises” shall, Sublessee shall remit fifty percent (50%) of such excess with respect to Sublessor upon receipt by Sublessee; providedany Sublease, however, that 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 apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right meaning ascribed to use some or all of the land area of the term “Subleased Premises Premises” in connection with their use and enjoyment of the building(s) they are subleasing from Sublesseesuch Sublease.