Common use of Subleases Clause in Contracts

Subleases. (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 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 Closing Date, with respect to the portion of the applicable property to be used by the Purchaser or a Designated Purchaser for the Acquired Business. (b) The Sellers and the Purchaser will cooperate to determine how to segregate and demise the subleased premises, including the size and configuration of space to be subleased to the Purchaser or a Designated Purchaser (which shall be based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior to the 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 that portion of the premises to be subject to the related Sublease and the premises not to be subject to the related Sublease and which shall not, in any instance, take into account any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information (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 the Purchaser and that the Purchaser’s plans and specifications therefor will be subject to the Sellers’ reasonable approval. Prior to Closing, the Sellers will not engage in any segregation and demising activities to be undertaken (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 customarily provided to the applicable space prior to Closing. In the consideration of the provision of such services by the respective Seller or Service Provider, the Purchaser shall pay to the Sellers a monthly fee at each Site (as described in a schedule to the relevant 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 (a30) For each Subleased Real Estate Lease designated days prior to be subleased pursuant to Section 2.1.6(b), the relevant Seller, as sublandlord, commencement of such tenancy and shall provide detailed information concerning the identity and financial condition of the proposed sublessee and the Purchaser terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or a Designated Purchaser, as subtenant, will enter into a sublease in the form attached hereto as Exhibit K (each delay its consent to such sublease a “Sublease”) at Closing with a term to expire, on the one if (1) year anniversary the use of the Closing DateSubleased Premises associated with any sublease(s) is permitted under Article 9, (2) the sublease(s) are consistent with respect to the portion terms and conditions of the applicable property to be used by the Purchaser or a Designated Purchaser for the Acquired Business. (b) The Sellers and the Purchaser will cooperate to determine how to segregate and demise the subleased premises, including the size and configuration of space to be subleased to the Purchaser or a Designated Purchaser (which shall be based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior to the Closing Date, as adjusted to take into account any laboratory and other non-desk space to be subject to a this Sublease, which shall also take into account the continued marketability and required contiguity of that portion of the premises to be subject to the related Sublease and the premises not to be subject to the related Sublease and which shall not, in any instance, take into account any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information (subject to confidentiality limitations) on the subleased premises to the other; provided, however, that it is understood Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and agreed that to perform 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, the Sellers will not engage in any segregation and demising activities other obligations to be undertaken performed by Sublessee under this Sublease, and (x4) 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 proposed sublessee is financially and customarily provided to the applicable space prior to Closingoperationally responsible. In the consideration event the rent for the land area of the provision Subleased Premises exceeds the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%) of such services 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 respective Seller preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or Service Provider, more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the Purchaser shall pay fact that under those subleases the tenants have the right to use some or all of the Sellers a monthly fee at each Site (as described land area of the Subleased Premises in a schedule to connection with their use and enjoyment of the relevant sublease)building(s) they are subleasing from Sublessee.

Subleases. (a) For each Subleased Real Estate Lease designated to be subleased pursuant to Except as set forth in this Section 2.1.6(b25.2(a), Lessee may not sublet any Property or portion thereof without first obtaining the relevant Seller, as sublandlord, prior written consent of the Lessor and the Purchaser Agent, which consent may be given or a Designated Purchaser, as subtenant, will enter into a sublease withheld in the form attached hereto as Exhibit K (sole discretion of each such sublease a “Sublease”) at Closing with a term to expire, on the one (1) year anniversary of the Closing Date, with respect to the portion of the applicable property to be used by the Purchaser or a Designated Purchaser for the Acquired Businessparty. (b) The Sellers 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 Purchaser will cooperate to determine how to segregate other Operative Agreements; (ii) Such sublease is in writing and demise the subleased premises, including the size is expressly subject and configuration of space to be subleased subordinate to the Purchaser or a Designated Purchaser (which shall be based upon rights of the employee headcount reasonably agreed between Lessor, the Purchaser Agent, the Lenders and the Sellers Holders under this Lease, the Security Agreement, each Mortgage Instrument and all other Operative Agreements; and (iii) Such sublease is on or prior to commercially reasonable terms and at market rates, and has a term that does not extend past the Closing Expiration 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 such Property is at all times used for the continued marketability purposes set forth in this paragraph and required contiguity of that portion of the premises to be subject to the related Sublease and the premises not to be subject to the related Sublease and which shall not, in any instance, take into account any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information (subject to confidentiality limitations) on the subleased premises to the other; provided, that it is understood and agreed that all costs definition 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, the Sellers will not engage in any segregation and demising activities to be undertaken (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"Property." (c) The relevant Sellers No sublease or other relinquishment of possession to any Property shall provide, in any way discharge or cause a third party services provider (each, including diminish any of its subcontractors, a “Service Provider”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 provide, with respect ARTICLE XIV hereof shall be endorsed to name each sublessee under any space subject such sublease as an additional insured. Prior to a the effectiveness of any such sublease, Lessee shall deliver a copy thereof to the Purchaser or its Affiliate services which are substantially Lessor and the same Agent. (e) Promptly but in scope as any event within five (5) days following the services which have been normally execution and customarily provided to delivery of any sublease permitted by this ARTICLE XXV, Lessee shall notify Lessor and the applicable space prior to Closing. In the consideration Agent of the provision execution of such services by sublease. As of the date of each Lease Supplement, Lessee shall lease the respective Seller or Service Provider, the Purchaser shall pay to the Sellers a monthly fee at each Site (as Properties described in such Lease Supplement from Lessor, and (without limiting the generality of SECTIONS 25.2(A) - (D)) any existing tenant respecting such Property shall automatically be deemed to be a schedule to the relevant sublease)subtenant of Lessee and not a tenant of Lessor.

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 (a30) For each Subleased Real Estate Lease designated days prior to be subleased pursuant to Section 2.1.6(b), the relevant Seller, as sublandlord, commencement of such tenancy and shall provide detailed information concerning the identity and financial condition of the proposed sublessee and the Purchaser terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or a Designated Purchaser, as subtenant, will enter into a sublease in the form attached hereto as Exhibit K (each delay its consent to such sublease a “Sublease”) at Closing with a term to expire, on the one if. (1) year anniversary the use of the Closing DateSubleased Premises associated-with any subleases) is permitted under Article 9, (2) the subleases) are consistent with respect to the portion terms and conditions of the applicable property to be used by the Purchaser or a Designated Purchaser for the Acquired Business. (b) The Sellers and the Purchaser will cooperate to determine how to segregate and demise the subleased premises, including the size and configuration of space to be subleased to the Purchaser or a Designated Purchaser (which shall be based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior to the Closing Date, as adjusted to take into account any laboratory and other non-desk space to be subject to a this Sublease, which shall also take into account the continued marketability and required contiguity of that portion of the premises to be subject to the related Sublease and the premises not to be subject to the related Sublease and which shall not, in any instance, take into account any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information (subject to confidentiality limitations) on the subleased premises to the other; provided, however, that it is understood Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and agreed that to perform 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, the Sellers will not engage in any segregation and demising activities other obligations to be undertaken performed by Sublessee under this Sublease, and (x) in order to maintain 4)' 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 proposed sublessee is financially and customarily provided to the applicable space prior to Closingoperationally responsible. In the consideration event the rent for the land area of the provision Subleased Premises exceeds the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%) of such services excess to 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 respective Seller preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or Service Provider, ▇▇▇▇ buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the Purchaser shall pay fact that under those subleases the tenants have the right to use some or all of the Sellers a monthly fee at each Site (as described land area of the Subleased Premises in a schedule to connection with their use and enjoyment of the relevant sublease)buildings) they are subleasing from Sublessee.

Subleases. (a) For each Subleased Real Estate Lease designated to be subleased pursuant to Section 2.1.6(bExcept as specified on Schedule 3.8(c), (A) Seller has not subleased, licensed or otherwise granted any Person the relevant Seller, as sublandlord, and the Purchaser right to use or a Designated Purchaser, as subtenant, will enter into 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 Closing Date, with respect to the occupy any portion of the applicable property to be used by the Purchaser or a Designated Purchaser for the Acquired Business. any Leased Real Property; (bB) The Sellers each Sublease is in full force 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 effect in all material respects; (which shall be based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior to the 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 that portion of the premises to be subject to the related Sublease and the premises not to be subject to the related Sublease and which shall not, in any instance, take into account any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locationsC) 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 the Purchaser and that the Purchaser’s plans and specifications therefor will be subject to the Sellers’ reasonable approval. Prior to Closing, the Sellers will not engage in any segregation and demising activities to be undertaken (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, there are no material disputes with respect to any space subject 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 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 subleasebreach 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 Purchaser Subleased Real Property to any Person; (G) Seller does not owe, and will not owe in the future, any brokerage commissions or its Affiliate services which finder's fees with 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 (I) Seller has not collaterally assigned or granted any other security interest in any Sublease; (J) to Seller's Knowledge, there are substantially no Liens or encumbrances on the same 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 scope as accordance with each Sublease; and (L) no person or firm possesses or occupies, or has the services which have been normally and customarily provided right to possess or occupy, any portion of the Subleased Real Property, except the subtenant under the applicable space prior to Closing. In the consideration of the provision of such services by the respective Seller or Service Provider, the Purchaser shall pay to the Sellers a monthly fee at each Site (as described in a schedule to the relevant sublease)Sublease.

Subleases. (a) For each Subleased Real Estate Lease designated to be subleased pursuant to Section 2.1.6(b)At any time during the Term, the relevant Seller, as sublandlord, and the Purchaser Tenant may sublease all or a Designated Purchaser, as subtenant, will enter into 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 Closing Date, with respect to the portion of the applicable property Premises or any improvements thereon to be used by subtenants ("Subtenants"), provided that until Substantial Completion of the Purchaser Project, Tenant may not sublease all or substantially all of the Premises to a Designated Purchaser for the Acquired Businesssingle 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 Sellers 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 Purchaser will cooperate to determine how to segregate and demise Subtenant; provided, however, the subleased premises, including the size and configuration of space to be subleased to the Purchaser or a Designated Purchaser (which shall be based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior to the Closing Date, as adjusted to take into account any laboratory and other non-desk space disturbance agreement will be conditioned on the following: (i) Landlord will not be liable to any Subtenant for any security deposits (unless the security deposit has been delivered to Landlord) under its Sublease, nor will Landlord be bound by any rental which is paid more than thirty (30) days in advance of the due date under the terms of the Sublease; (ii) the Subtenant shall not be in default under its Sublease on the date of the Lease termination; (iii) the Subtenant shall attorn to Landlord; and (iv) Landlord will not be liable for any act or omission of Tenant or be subject to a Sublease, which shall also take into account any offsets or defenses that any Subtenant may have against Tenant (but may not limit rights of offset available to such Subtenant under the continued marketability and required contiguity sublease in the event Landlord fails to perform any obligation of Tenant that portion remains unperformed as of the premises to be subject to the related Sublease and the premises not to be subject to the related Sublease and which shall not, in any instance, take into account any plans date Landlord takes possession of the Purchaser 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 relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information (subject to confidentiality limitations) on the subleased premises to the other; provided, enter into or negotiate a non-disturbance agreement with Tenant or any Subtenant that it is understood and agreed that all costs of such segregation and demising will be the sole responsibility affiliated with Tenant or any Tenant Party. A copy of the Purchaser and that the Purchaser’s plans and specifications therefor will signed or proposed Sublease shall be subject delivered to the Sellers’ reasonable approval. Prior to Closing, the Sellers will not engage in Landlord concurrently with any segregation and demising activities to be undertaken (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 premisesrequest for a non-disturbance agreement. (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 customarily provided to the applicable space prior to Closing. In the consideration of the provision of such services by the respective Seller or Service Provider, the Purchaser shall pay to the Sellers a monthly fee at each Site (as described in a schedule to the relevant sublease).

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

Subleases. Lessee shall have the right with the consent of the Lessor, to license, sublease or otherwise allow the occupancy of all or a portion of the Premises and the Improvements subject to Lessor approval which shall not be unreasonably withheld and sublessees compliance with the terms of this agreement. Lessor’s consent shall not be conditioned upon any additional compensation or rent. 9.1 Lessee shall have the right to erect and maintain on the Premises the Improvements described on Exhibit B. Lessee shall not erect or install other or additional improvements without the express written approval of the Lessor. Lessor's approval shall not be unreasonably withheld. (a) For each Subleased Real Estate Lease designated Lessee’s licensee(s) and sublessee(s) shall be entitled to be subleased pursuant all rights of ingress and egress to Section 2.1.6(b)the Premises, the relevant Seller, as sublandlord, right to install utilities on the Premises and the Purchaser or a Designated Purchaser, as subtenant, will enter into a sublease in right to use 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 Closing Date, with respect to the portion of the applicable property to be used by the Purchaser or a Designated Purchaser Premises for the Acquired Business.Intended Use (b) The Sellers Lessee’s licensee(s) and sublessee(s) shall be entitled to modify the Purchaser will cooperate to determine how to segregate tower and demise Improvements, and erect and install additional improvements and personal property on the subleased premisesPremises and improvements, including but not limited to antennas, dishes, cabling, utilities, emergency or back up power, generators, and equipment shelters. 9.2 Lessor shall provide Lessee reasonable access (see Exhibit B for location of the size and configuration of space to be subleased Premises) to the Purchaser or a Designated Purchaser (which shall be based upon Premises during the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior to the 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 that portion of the premises to be subject to the related Sublease and the premises not to be subject to the related Sublease and which shall not, in any instance, take into account any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information (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 the Purchaser and that the Purchaser’s plans and specifications therefor will be subject to the Sellers’ reasonable approval. Prior to Closing, the Sellers will not engage in any segregation and demising activities to be undertaken (x) Lease in order to install, operate and maintain the marketability improvements. Lessee shall have access to the improvements only with the approval of the applicable premises Lessor. Lessee shall request access to the Premise and the improvements twenty-four (24) hours in advance, except in an emergency. 9.3 Lessee shall be responsible for remedying any damage or degradation of City property caused by the installation, presence or removal of the improvements. 9.4 Lessee shall be responsible for all worker safety during construction, operation and maintenance activities related to this Lease Agreement. 9.5 Lessee shall notify Lessor at least twenty four (24) hours prior to Closing any significant change or (y) in order to move any Owned Equipment from activity other than normal operation, maintenance or repair taking place at the applicable premisesPremises. (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 customarily provided to the applicable space prior to Closing. In the consideration of the provision of such services by the respective Seller or Service Provider, the Purchaser shall pay to the Sellers a monthly fee at each Site (as described in a schedule to the relevant sublease).

Subleases. Regardless of Landlord's consent, the following terms and conditions shall apply to any subletting by Tenant of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein: (a) For each Subleased Real Estate Lease designated Tenant hereby assigns and transfers to be subleased pursuant to Section 2.1.6(b), the relevant Seller, as sublandlordLandlord all of Tenant's interest in all rentals and income arising from any sublease heretofore or hereafter made by Tenant, and the Purchaser or Landlord may collect such rent and income and apply same toward Tenant's obligations under this Lease; provided, however, that until a Designated Purchaser, as subtenant, will enter into a sublease default shall occur in the form attached hereto as Exhibit K (each performance of Tenant's obligations under this Lease, Tenant may receive, collect, and enjoy the rents accruing under such sublease. Landlord shall not, by reason of this or any other assignment of such sublease a “Sublease”) at Closing with a term to expire, on the one (1) year anniversary Landlord nor by reason of the Closing Datecollection of the rents from a sublessee, with respect be deemed liable to the portion 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 applicable property performance of Tenant's obligations under this Lease, to be used pay to Landlord the rents due and to 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 the Purchaser or a Designated Purchaser for the Acquired Businesssaid sublessee to Landlord. (b) The Sellers 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 Purchaser will cooperate benefit of Landlord, to determine how have assumed and agreed to segregate conform and demise the subleased premises, including the size comply with each and configuration of space every obligation herein to be subleased performed by Tenant other than such obligations as are contrary to the Purchaser or inconsistent with provisions contained in a Designated Purchaser (sublease to which shall be based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior to the 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 that portion of the premises to be subject to the related Sublease and the premises not to be subject to the related Sublease and which shall not, Landlord has expressly consented in any instance, take into account any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information (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 the Purchaser and that the Purchaser’s plans and specifications therefor will be subject to the Sellers’ reasonable approval. Prior to Closing, the Sellers will not engage in any segregation and demising activities to be undertaken (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 premiseswriting. (c) The relevant Sellers In the event Tenant shall provide, or cause a third party services provider (each, including any default in the performance of its subcontractorsobligations 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 obligations of Tenant, as sublessor under such sublease from the time of the exercise of said option to the termination of such sublease; 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 “Service Provider”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 provideLandlord's right to require attornment by any sublessee as provided in Subsection 21.6(c) above, with respect any expiration or termination of this Lease, whether voluntary or involuntary, shall cause each sublease to any space subject to a terminate, notwithstanding Landlord's prior approval of the sublease, and the sublessee thereunder shall have no further right to possession of the Purchaser or its Affiliate services which are substantially the same in scope as the services which have been normally and customarily provided to the applicable space prior to ClosingPremises. In the consideration 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 sublessee has any claim or cause of action arising from or related to such voluntary termination of this Lease, and resulting termination of the provision of such services by the respective Seller or Service Providersublease, the Purchaser sublessee shall pay be conclusively presumed to have waived such claim or cause of action as against Landlord (including Landlord's Affiliates), the Sellers Premises, the Building, and 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 consent of the sublessor under a monthly fee at each Site (as described in a schedule to sublease shall also require the relevant sublease)consent of Landlord herein.

Subleases. Without the consent or approval of Purchaser, Seller will be entitled to enter into Subleases of all or part of the 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 applicable Sublease, and Seller will be released from liability under such Sublease. Seller will be entitled to all rent and triple net expenses under a Sublease until it has been assigned to Purchaser. Once a Sublease is assigned to Purchaser, then Purchaser will be entitled to all rent and triple next expenses under such Sublease as a direct lease with Purchaser. The foregoing notwithstanding, Seller may enter into a Sublease that does not meet the Creditworthiness Standards (as defined in the Sublease Parameters) so long as it meets all of the other Sublease Parameters provided, however, that (a) For each Subleased Real Estate any such Sublease will not be assigned to Purchaser and removed from the premises of such Master Lease designated unless and until Purchaser receives verification, reasonably satisfactory to be subleased pursuant to Section 2.1.6(b)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 relevant Seller, as sublandlorddate all free rent periods have expired) and (B) all other Earn Out Conditions for such Sublease have been satisfied, and (ii) the Purchaser 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 a Designated Purchaserother sums payable under the Sublease within thirty (30) days of the date same was due – it being understood that Seller has no right, directly or indirectly, to provide any payment, subsidy, default waiver or other assistance to any such subtenant so as subtenantto insure the satisfaction of this condition, will enter into a sublease and (b) no such Sublease may be executed by Seller 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 last two years of the Closing Date, with respect to the portion term of the applicable property to be used by the Purchaser or Master Lease. Otherwise, any deviation of a Designated Purchaser for the Acquired Business. (b) The Sellers and the Purchaser will cooperate to determine how to segregate and demise the subleased premises, including the size and configuration of space to be subleased to the Purchaser or a Designated Purchaser (which shall be based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior to the 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 that portion of the premises to be subject to the related Sublease and the premises not to be subject to the related Sublease and which shall not, in any instance, take into account any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information (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 the Purchaser and that the Purchaser’s plans and specifications therefor will be subject to the Sellers’ reasonable approval. Prior to Closing, the Sellers will not engage in any segregation and demising activities to be undertaken (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 premisesSublease Parameters must be approved in advance by Purchaser. (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 customarily provided to the applicable space prior to Closing. In the consideration of the provision of such services by the respective Seller or Service Provider, the Purchaser shall pay to the Sellers a monthly fee at each Site (as described in a schedule to the relevant sublease).

Subleases. With respect to each and every sublease or subletting pursuant to the provisions of this Lease, it is further agreed as follows: (a) For each Subleased Real Estate Lease designated to no subletting shall 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 a sublease in the form attached hereto as Exhibit K (each such sublease a “Sublease”) at Closing with for a term to expire, on the ending later than one (1) year anniversary of the Closing Date, with respect day prior to the portion Expiration Date of the applicable property to be used by the Purchaser or a Designated Purchaser for the Acquired Business.this Lease; (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 no sublease shall be based upon valid, and no sublessee shall take possession of the employee headcount reasonably agreed between the Purchaser Premises (or any portion thereof), until an executed counterpart of such sublease has been delivered to Landlord and the Sellers on or prior to the Closing Date, as adjusted to take into account any laboratory and other non-desk space to be subject to a Subleaseapproved by Landlord (where such approval is required), which approval shall also take into account the continued marketability and required contiguity of that portion of the premises to not be subject to the related Sublease and the premises not to be subject to the related Sublease and which shall not, in any instance, take into account any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information (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 the Purchaser and that the Purchaser’s plans and specifications therefor will be subject to the Sellers’ reasonable approval. Prior to Closing, the Sellers will not engage in any segregation and demising activities to be undertaken (x) in order to maintain the marketability of the applicable premises prior to Closing unreasonably withheld or (y) in order to move any Owned Equipment from the applicable premises.delayed; (c) The relevant Sellers each sublease shall provideprovide that it is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and that, in the event of termination, re‑entry or dispossess by Landlord under this Lease, Landlord may, at its option, either terminate such sublease or take over all of the 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 cause (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 third party services provider sublease previously consented to by Landlord (eachexcept for a termination of the sublease, including a decrease in the length of the term thereof or a de minimis modification or amendment not altering any of its subcontractors, a “Service Provider”the material financial terms of such sublease) to provide, with respect to any space shall be subject to a subleaseLandlord's approval, not to the Purchaser be unreasonably withheld or its Affiliate services which are substantially the same in scope as the services which have been normally and customarily provided to the applicable space prior to Closing. In the consideration of the provision of such services by the respective Seller or Service Provider, the Purchaser shall pay to the Sellers a monthly fee at each Site (as described in a schedule to the relevant sublease)delayed.

Subleases. (a) For each Subleased Real Estate Lease designated In the event that Lessee seeks to be subleased sublease the Aircraft pursuant to Section 2.1.6(b)a Permitted Sublease whereby Lessee does not retain possession and operational control of the Aircraft at all times, in addition to securing Lessor's advance written consent to any such Permitted Sublease and the relevant Sellerterms 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 sublandlord, 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 Purchaser or a Designated Purchaser, as subtenant, will enter into 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 other Operative Agreements; and provided further that: (1) year anniversary 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 Closing DateAircraft, with respect and Lessor's rights to the portion 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 applicable property 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 limitation, Lessor's right to the return and/or repossession of the Aircraft upon the occurrence of an Event of Default or otherwise pursuant hereto; (y) none of the terms and provisions of such Permitted Sublease shall be used by adverse or inconsistent with the Purchaser or a Designated Purchaser terms and provisions hereof and the rights and privileges of Lessor hereunder; and (z) Lessee shall remain primarily liable hereunder for the Acquired Business. (b) The Sellers performance of all the provisions hereof, and the Purchaser will cooperate to determine how to segregate obligations and demise the subleased premises, including the size and configuration duties of space to be subleased Lessee hereunder to the Purchaser or a Designated Purchaser same extent as if such transfer of possession of the Aircraft had not occurred and notwithstanding the terms and provisions of any Permitted Sublease. Lessee shall advise Lessor in writing of its request for consent to sublease the Aircraft at least ninety (which shall be based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or 90) days prior to the Closing Dateproposed commencement date, and shall provide Lessor with copies of the various documents and agreements proposed to be executed and delivered between it and any Sublessee, as adjusted to take into account any laboratory and other non-desk space to be subject to a Sublease, which soon as practicable Lessor shall also take into account the continued marketability and required contiguity of that portion of the premises to be subject to the related Sublease and the premises not to be subject to the related Sublease and which shall not, in any instance, take into account any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information (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 the Purchaser and that the Purchaser’s plans and specifications therefor will be subject to the Sellers’ reasonable approval. Prior to Closing, the Sellers will not engage in any segregation and demising activities to be undertaken (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 review the same in scope as the services which have been normally and customarily provided to the applicable space prior to Closing. In the consideration of the provision of such services by the respective Seller or Service Provider, the Purchaser shall pay to the Sellers a monthly fee at each Site (as described in a schedule to the relevant sublease).with

Subleases. (a) For each Subleased Real Estate Lease designated Tenant and Operator, shall have the right, subject to be subleased pursuant the applicable provisions of this ARTICLE XII, without the consent of Landlord, to Section 2.1.6(b), the relevant Seller, as sublandlord, and the Purchaser or a Designated Purchaser, as subtenant, will enter into Subleases (other than Major Subleases) with any Person who is not a sublease debtor or debtor-in-possession in a voluntary or involuntary bankruptcy proceeding at the form attached hereto as Exhibit K commencement of the Sublease term for the use permitted by this Lease (each such sublease each, a “Permitted Sublease”) at Closing with a term to expire, on the one (1) year anniversary of the Closing Date, with respect to the portion of the applicable property to be used by the Purchaser or a Designated Purchaser for the Acquired Business). (b) The Sellers Each Sublease shall provide that: (i) it is subordinate and subject to this Lease; (ii) the Purchaser will cooperate to determine how to segregate and demise fixed expiration date thereunder shall not extend beyond the subleased premises, including the size and configuration of space to be subleased to the Purchaser or a Designated Purchaser (which shall be based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior to the Closing Expiration Date, as adjusted to take into account and (iii) the Sublease premises shall not be used for any laboratory and other non-desk space to be subject to a Sublease, which shall also take into account use other than the continued marketability and required contiguity of that portion of Permitted Use without the premises to be subject to the related Sublease and the premises not to be subject to the related Sublease and which shall not, in any instance, take into account any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information (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 the Purchaser and that the PurchaserLandlord’s plans and specifications therefor will be subject to the Sellers’ reasonable approval. Prior to Closing, the Sellers will not engage in any segregation and demising activities to be undertaken (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 premiseswritten consent. (c) The relevant Sellers Tenant shall providenot, and shall 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 provisions of this ARTICLE XII and Tenant shall deliver to Landlord, or shall cause a third party services provider to be delivered to Landlord, within five (each, including any of its subcontractors5) Business Days after the full execution and delivery thereof, a “Service Provider”true and complete copy of any executed Sublease or any material amendment and modification thereto. (d) to provide, Each Sublease shall include provisions with respect to any space subject to a subleaseinsurance requirements in Sections 10.4, 10.5 and 10.10 to the Purchaser or extent applicable, Section 12.2 and Article XXII to the extent applicable (including Section 22.2), and indemnity in favor of the Landlord as follows: “Subtenant hereby agrees to indemnify and hold harmless Landlord and all of its Affiliate services which are substantially the same in scope trustees, officers, members, managers, partners, operators, employees, directors, agents, and consultants (hereinafter collectively referred to as the services which have been normally “Indemnitees”) of and customarily provided from any and all claims, demands, liabilities, losses, costs, or expenses for any loss including but not limited to bodily injury (including death), personal injury, property damage, expenses, and reasonable attorneys’ fees, caused by, growing out of, or otherwise occurring in connection with 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 space prior to Closing. In notice and cure period of any pertinent federal, State, or local Law by Subtenant, its agents, employees, contractors or others working at the consideration direction of the provision of such services by the respective Seller or Service ProviderSubtenant, the Purchaser shall pay to the Sellers a monthly fee at each Site (as described in a schedule to the relevant sublease).on its behalf, and

Subleases. (a) For each Except as provided in 21.1 above, Sublessee shall not ----- enter into any sublease of the Subleased Real Estate Lease designated Premises without Sublessor's prior written approval. Any request for Sublessor's approval shall be made at least 21 days prior to be subleased pursuant to Section 2.1.6(b), the relevant Seller, as sublandlordcommencement of such tenancy, and shall provide reasonably detailed information concerning the Purchaser or a Designated Purchaser, as subtenant, will enter into a sublease in identity and financial condition of the form attached hereto as Exhibit K (each proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold its consent to such sublease a “Sublease”) at Closing with a term to expire, on the one if (1) year anniversary the use of the Closing Date, Subleased Premises is a permitted use under this lease; (2) the sublease is consistent with respect the terms and conditions of this Sublease; (3) Sublessee remains primarily liable to Sublessor to pay rent and perform all other obligations to be performed by Sublessee under this Sublease. 38 <PAGE> If Sublessor shall fail to respond to the portion Sublessee's request within 15 days after receipt of the applicable property to be used by the Purchaser or a Designated Purchaser for the Acquired Business. (b) The Sellers and the Purchaser will cooperate to determine how to segregate and demise the subleased premisesrequest, including the size and configuration of space to be subleased to the Purchaser or a Designated Purchaser (which such request shall be based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior to the 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 that portion of the premises to be subject to the related Sublease and the premises not to be subject to the related Sublease and which shall not, in any instance, take into account any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information (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 the Purchaser and that the Purchaser’s plans and specifications therefor will be subject to the Sellers’ reasonable approval. Prior to Closing, the Sellers will not engage in any segregation and demising activities to be undertaken (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 customarily provided to the applicable space prior to Closingdeemed approved. In the consideration event that the rent for the Subleases Premises shall exceed the per square foot rent charged to the Sublessee under this lease, Sublessee shall remit 50% of the provision excess to Sublessor upon receipt by Sublessee. In calculating any excess rent payable by Sublessee to Sublessor pursuant to this provision, Sublessee shall first be entitled to deduct all out of such services pocket direct expenses incurred by the respective Seller 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 Service Providerany portion thereof other than Sublessor's agent The ▇▇▇▇ Company, Inc. (or its successor). This provision shall not apply in the Purchaser event that 85% of the ownership interest in the Sublessor shall pay change, in which event the Sublessor shall so notify the Sublessee. The foregoing shall not be construed to prevent Sublessee from procuring subtenants by itself or through non-broker representatives. Sublessor shall cause The ▇▇▇▇ Company, Inc. to use its best efforts to market the Sellers a monthly fee at each Site (as described in a schedule to the relevant sublease)Subleased Premises if called upon under this subparagraph.

Subleases. (aA) For The Borrower represents that there is no existing Sublease. The Borrower shall not enter into or amend any Sublease without the Agent's prior written consent, and shall furnish to the Agent, upon execution, a complete and fully executed copy of each Subleased Real Estate Lease designated Sublease. 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 subleased pursuant prior or subordinate to Section 2.1.6(b)this Mortgage, at the Agent's option. (B) The Borrower shall, at its cost and expense, perform each obligation to be performed by the landlord under each Sublease; not borrow against, pledge or further assign any rents or other payments due thereunder; not permit the prepayment of any rents or other payments due for more than thirty (30) days in advance; and not permit any Tenant to assign its Sublease or sublet the Mortgaged Property covered by its Sublease, unless required to do so by the terms thereof and then only if such assignment does not work to relieve the Tenant of any liability for performance of its obligations thereunder. (C) If any Tenant shall default under its Sublease, the relevant SellerBorrower shall, as sublandlordin the ordinary course of business, exercise sound business judgment with respect to such default, but may discount, compromise, forgive or waive claims or discharge the Tenant from its obligations under the Sublease or terminate or accept a surrender of the Sublease. (D) If the Borrower fails to perform any obligations of landlord under any Sublease or if the Agent becomes aware of or is notified by any Tenant of a failure on the part of the Borrower to so perform, the Agent may, but shall not be obligated to, without waiving or releasing the Borrower from any obligation in this Agreement or any of the other Credit Documents, remedy such failure, and the Purchaser Borrower agrees to repay upon demand all sums incurred by the Agent or a Designated Purchaserthe Lenders in remedying any such failure, as subtenant, will enter into a sublease together with interest thereon from the date incurred at the rate of interest set forth 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 Section 3.1 of the Closing Date, with respect to the portion of the applicable property to be used by the Purchaser or a Designated Purchaser for the Acquired BusinessCredit Agreement. (bE) The Sellers and the Purchaser will cooperate to determine how to segregate and demise the subleased premises, including the size and configuration For purposes of space to be subleased to the Purchaser or a Designated Purchaser (which shall be based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior to the 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 that portion of the premises to be subject to the related Sublease and the premises not to be subject to the related Sublease and which shall not, in any instance, take into account any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information (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 the Purchaser and that the Purchaser’s plans and specifications therefor will be subject to the Sellers’ reasonable approval. Prior to Closingthis Mortgage, the Sellers will not engage in any segregation and demising activities to be undertaken (x) in order to maintain following terms shall have 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 customarily provided to the applicable space prior to Closing. In the consideration of the provision of such services by the respective Seller or Service Provider, the Purchaser shall pay to the Sellers a monthly fee at each Site (as described in a schedule to the relevant sublease).following meanings:

Subleases. 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) For each Subleased Real Estate Lease designated the Temporary Subtenant shall have no right or claim against CJF for any matter or thing, (b) the Temporary Subtenant may not use the applicable Premises or Rollover Space for any purpose other than office, warehouse, distribution, assembly and light manufacturing, as and to be subleased pursuant the extent permitted under applicable zoning ordinances, and (c) the Temporary Subtenant shall procure prior to Section 2.1.6(band shall maintain throughout the term of the Temporary Sublease policies of hazard, liability, workmen’s compensation and other customary insurance, with commercially reasonable deductibles and limits, naming CenterPoint and CJF as additional insureds, (iii) a copy of the Temporary Sublease is delivered to CJF, within five (5) days after its execution (notwithstanding the foregoing, CenterPoint shall use reasonable efforts to provide CJF with a copy of the proposed sublease at least five (5) days prior to its execution), and (iv) the relevant Seller, as sublandlordTemporary Sublease may be terminated by CenterPoint (on its own initiative or at the direction of CJF in the event CJF notifies CenterPoint in writing that CJF has elected to enter into an Approved Lease for space that is subject to a Temporary Sublease) upon sixty (60) days advance written notice. No subletting shall relieve CenterPoint of its obligations hereunder. CenterPoint shall be entitled to the rent paid under the Temporary Sublease, and CenterPoint shall be solely liable for all subleasing brokerage commissions and fees in connection with such Temporary Sublease. In the Purchaser event that any Temporary Subtenant fails or a Designated Purchaserrefuses to vacate the applicable Premises or Rollover Space when required by the Temporary Sublease, as subtenantCenterPoint shall, will enter into a sublease in the form attached hereto as Exhibit K (each such sublease a “Sublease”) at Closing with a term CJF’s election, commence and diligently pursue eviction proceedings to expire, on the one (1) year anniversary of the Closing Date, with respect to the portion regain possession of the applicable property Premises or Rollover Space, at no cost to be used CJF. At any time, CJF, by written notice to CenterPoint, may elect that the Purchaser or a Designated Purchaser for the Acquired Business. (b) The Sellers and the Purchaser will cooperate to determine how to segregate and demise the subleased premises, including the size and configuration of space to be subleased to the Purchaser or a Designated Purchaser (which Temporary Sublease shall be based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior to the Closing Date, treated as adjusted to take into account any laboratory and other non-desk space to be subject to a Sublease, which shall also take into account the continued marketability and required contiguity of that portion of the premises to be subject to the related Sublease and the premises not to be subject to the related Sublease and which shall notan Approved Lease, in which event the provisions of Section 3.1 above shall apply. CenterPoint shall, and does hereby agree to indemnify, defend and hold harmless, CJF, its partners, officers, directors, employees, agents, attorneys and their respective successors and assigns, harmless from and against any instanceand all claims, take into account any plans of demands, suits, obligations, payments, damages, losses, penalties, liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees) resulting or arising from the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) Temporary Subtenant’s use 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 the Purchaser and that the Purchaser’s plans and specifications therefor will be subject to the Sellers’ reasonable approval. Prior to Closing, the Sellers will not engage in any segregation and demising activities to be undertaken (x) in order to maintain the marketability occupancy of the applicable premises prior to Closing Premises or Rollover Space. CenterPoint’s obligations under this Section 5.3 shall expressly survive the expiration or earlier termination of this Agreement (y) in order to move any Owned Equipment from the applicable premises. (c) The relevant Sellers shall provide, whole 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 customarily provided to the applicable space prior to Closing. In the consideration of the provision of such services by the respective Seller or Service Provider, the Purchaser shall pay to the Sellers a monthly fee at each Site (as described in a schedule to the relevant subleasepart).

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) For each Subleased Real Estate such Sublease shall be expressly subordinate and subject to this 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 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 Closing Date, with respect to the portion of the applicable property to be used by the Purchaser or a Designated Purchaser for the Acquired Business.Liens created hereunder; (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 such Sublease shall be based upon the employee headcount reasonably agreed between the Purchaser in writing and the Sellers on shall expressly prohibit any further assignment, sublease or prior to the Closing Date, as adjusted to take into account transfer of any laboratory and other non-desk space to be subject to a Sublease, which shall also take into account the continued marketability and required contiguity of that portion of the premises to be subject to the related Sublease and the premises not to be subject to the related Sublease and which shall not, in any instance, take into account any plans of the Purchaser to relocate employees included rights or interests in the aforementioned employee headcount to other locations) 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 the Purchaser and that the Purchaser’s plans and specifications therefor will be subject to the Sellers’ reasonable approval. Prior to Closing, the Sellers will not engage in any segregation and demising activities to be undertaken (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.Equipment; (c) The relevant Sellers such Sublease shall providenot 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 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, or cause Lessee shall execute and deliver to Administrative Agent a third party services provider (eachsecurity agreement, including any in a form approved by Administrative Agent, whereby Lessee grants to Administrative Agent, for the benefit of its subcontractorsthe Lessors, a “Service Provider”security interest in all of Lessee's rights, title and interest in, to and under such Sublease, as Collateral for Lessee's obligations under the Operative Agreements. 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 Administrative Agent's prior written consent, permit or consent to provideany renewal or extension of a Sublease at any time when an Event of Default has occurred and is continuing; and (i) Upon request by Administrative Agent at the direction of Required Lessors, Lessee shall provide Administrative Agent with (i) a list of each Sublease entered into by Lessee, which list shall include a description of the Equipment to be leased thereunder, and (ii) if an Event of Default has occurred and is continuing, copies of each Sublease. The liability of Lessee with respect to any space subject to a subleasethis Lease, to the Purchaser or its Affiliate services which are substantially the same in scope as the services which have been normally Lease Supplements and customarily provided to the applicable space prior to Closing. In the consideration each of the provision of such services other Operative Agreements shall not be altered or affected in any way by the respective Seller or Service Provider, the Purchaser shall pay to the Sellers a monthly fee at each Site (as described in a schedule to the relevant sublease)existence of any Sublease.

Subleases. Except for subleases permitted by this Article VI, no Lessee shall have the right to 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 (a) For each Subleased Real Estate Lease designated to which consent may be subleased pursuant to Section 2.1.6(bwithheld in the sole discretion of the Lenders), and any such assignment, mortgage or pledge shall be void. Notwithstanding the relevant Sellerforegoing, any Lessee may, without the consent of Lessor or the Required Lenders and so long as sublandlordno Event of Default exists and is continuing, and the Purchaser or a Designated Purchaser, as subtenant, will 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 form attached hereto as Exhibit K (each 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 Equipment or (b) extend beyond the last day of the Lease Term. In addition, each sublease permitted hereby (x) shall be made and shall expressly provide that it is subject and subordinate to this Lease and the rights of Lessor hereunder and the rights of the Collateral Agent as secured party under the Loan Agreement, (y) shall 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”) at Closing ), 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 a term to expirethe authority, on the one (1) year anniversary behalf of the Closing Datesuch sublessee, to bind such sublessee with respect to the portion of Operative Documents or any amendment, modification or waiver thereunder and shall have the applicable property power and authority to be used by the Purchaser or a Designated Purchaser for the Acquired Business. (b) The Sellers receive and give all notifications, consents, payments and deliveries under this Lease 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 other Operative Documents. No Lessee shall assign or a Designated Purchaser (which shall be based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior to the 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 that portion of the premises to be subject to the related Sublease and the premises not to be subject to the related Sublease and which shall not, in any instance, take into account any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information (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 the Purchaser and that the Purchaser’s plans and specifications therefor will be subject to the Sellers’ reasonable approval. Prior to Closing, the Sellers will not engage in any segregation and demising activities to be undertaken (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 pledge any of its subcontractors, a “Service Provider”) to provide, with respect rights under any Sublease to any space subject to a sublease, to Person other than Lessor or Collateral Agent for the Purchaser or its Affiliate services which are substantially the same in scope as the services which have been normally and customarily provided to the applicable space prior to Closing. In the consideration benefit of the provision 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 services by Sublease and any and all other documents and instruments as Lessor (acting at the respective Seller or Service Provider, direction of the Purchaser shall pay to the Sellers a monthly fee at each Site (as described in a schedule to the relevant sublease)Required Lenders) may reasonably require.

Subleases. (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 Any sublease of all or a Designated Purchaser, as subtenant, will enter into 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 Closing Date, with respect to the any portion of the applicable property to be used by the Purchaser or a Designated Purchaser for the Acquired Business. (b) The Sellers and the Purchaser will cooperate to determine how to segregate and demise the subleased premises, including the size and configuration of space to be subleased to the Purchaser or a Designated Purchaser (which Premises shall be based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior to the 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 that portion of the premises to be subject to the related Sublease and the premises not to following: (i) each such sublease shall expressly be made subject to the related Sublease and which provisions hereof, (ii) the term of any subletting shall notnot extend beyond the Term of this Lease, in (iii) no sublease shall affect or reduce any instance, take into account any plans obligation of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) 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 Tenant or right of the Purchaser 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 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 the Purchaser’s plans Landlord, for itself, its successors and specifications therefor will be assigns, subject to the Sellers’ reasonable approvalobservance and performance by the subtenant under such sublease of all of the terms, covenants and conditions thereunder, will covenant not to disturb the quiet and peaceful enjoyment of such subtenant in the event of a cancellation or termination of this Lease. Prior to ClosingFurthermore, the Sellers will Landlord shall not engage be liable in any segregation way to subtenant for any act or omission, neglect or default on the part of Tenant, as sublandlord under the sublease, or be responsible for any moneys owing by or on deposit with Tenant to the credit of subtenant, and demising activities 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 undertaken (x) contingent upon the payment of Monthly Rent by the subtenant in order an amount equal to maintain the marketability greater of the applicable premises prior Monthly Rent payable under this Lease or said sublease. Landlord agrees to Closing or (y) in order to move any Owned Equipment from enter into a commercially reasonable, recordable non-disturbance and recognition agreement setting forth the applicable premisesterms and conditions of this Section 16.6. (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 customarily provided to the applicable space prior to Closing. In the consideration of the provision of such services by the respective Seller or Service Provider, the Purchaser shall pay to the Sellers a monthly fee at each Site (as described in a schedule to the relevant sublease).

Subleases. Tenant shall have the right to sublease up to ten percent (a10%) 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 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 Closing Dateof the square footage of the Improvements and up to ten percent (10%) of the square footage of the Premises that is outside the footprint of the Hotel and Restaurant building envelope without Landlord’s prior written consent, but subject to the following conditions: A. Such sublease shall not be valid and such sublessee shall not take possession until an executed counterpart of the sublease has been delivered to Landlord. B. Any subtenant shall have agreed in writing to comply with all applicable terms and conditions of this Ground Lease with respect to the portion space or area that is the subject of the applicable property 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 used performed by Tenant hereunder. In the Purchaser or a Designated Purchaser for event of default by subtenant in the Acquired Business. (b) The Sellers and performance of any of the Purchaser will cooperate to determine how to segregate and demise terms hereof, Landlord may proceed directly against Tenant without the subleased premises, including necessity of exhausting remedies against such subtenant. Any sublease which together with all other then-existing subleases would exceed the size and configuration of space to be subleased to the Purchaser or a Designated Purchaser (which percentage thresholds set forth above shall be based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior to the Closing Date, as adjusted to take into account any laboratory and other non-desk space to be subject to a Landlord’s prior written approval not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, (i) any sublease of the Charter Yacht Facility, including any renewal or extension of the HornBlower Sublease, which shall also take into account the continued marketability and required contiguity of that portion of the premises to be subject to the related Sublease and the premises Landlord’s prior written approval not to be subject unreasonably withheld, conditioned or delayed, and (ii) Tenant shall not be permitted to sublease any Hotel rooms; provided that, the foregoing restriction shall not apply to the related Sublease and which shall not, in any instance, take into account any plans ordinary course operation of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) 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 the Purchaser and that the Purchaser’s plans and specifications therefor will be subject to the Sellers’ reasonable approval. Prior to Closing, the Sellers will not engage in any segregation and demising activities to be undertaken (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 premisesHotel. (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 customarily provided to the applicable space prior to Closing. In the consideration of the provision of such services by the respective Seller or Service Provider, the Purchaser shall pay to the Sellers a monthly fee at each Site (as described in a schedule to the relevant sublease).

Subleases. (a) For each Subleased Real Estate Lease designated to be subleased pursuant to Section 2.1.6(b)Promptly, but in any event within five (5) Business Days, following the relevant Sellerexecution and delivery of any sublease permitted by this Article XXIV, as sublandlord, and Lessee shall notify Lessor of the Purchaser or a Designated Purchaser, as subtenant, will enter into a sublease in the form attached hereto as Exhibit K (each execution of such sublease a “Sublease”) at Closing with a term to expire, on the one (1) year anniversary sublease. As of the Closing Date, with respect to Lessee shall lease the portion of Property from Lessor, and any existing tenant respecting the applicable property Property shall automatically be deemed to be used by the Purchaser or a Designated Purchaser for the Acquired Businesssubtenant of Lessee and not a tenant of Lessor. (b) The Sellers Provided no Lease Default or Lease Event of Default has occurred and is continuing, Lessee may, without the Purchaser will cooperate to determine how to segregate prior written consent of any Financing Party or any other Person and demise the subleased premises, including the size and configuration of space to be subleased to the Purchaser or a Designated Purchaser (which shall be based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior to the 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 that portion of the premises to be subject to the related Sublease other provisions of this Section 24.2, sublet the Property or a portion thereof to Parent or any Subsidiary of the Parent. Lessee may otherwise sublet the Property or portion thereof to any Person (other than to Parent or a Subsidiary of the Parent) only with the consent of Lessor and the premises Majority Lenders (such consent not to be subject to the related Sublease and which shall not, in any instance, take into account any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information (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 the Purchaser and that the Purchaser’s plans and specifications therefor will be subject to the Sellers’ reasonable approval. Prior to Closing, the Sellers will not engage in any segregation and demising activities to be undertaken (x) in order to maintain the marketability of the applicable premises prior to Closing unreasonably withheld or (y) in order to move any Owned Equipment from the applicable premisesdelayed). (c) The relevant Sellers No sublease (referenced in this Section 24.2 or otherwise) or other relinquishment of possession to the Property shall providein 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 cause a third party services provider portion thereof, so sublet. (eachd) 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, including conditioned or delayed) and each such sublease shall be expressly subject and subordinate to this Lease. (e) No sublease hereunder, whether or not to an Affiliate of Lessee, shall subject any of its subcontractorsFinancing Party to regulation by any Governmental Authority to which any Financing Party would not have been subject but for such sublease, a “Service Provider”) to provide, with respect to nor shall any space sublessee be subject to a proceeding under bankruptcy, insolvency or similar laws at the time of such sublease, to the Purchaser nor shall such sublease create a Lease Default or its Affiliate services which are substantially the same in scope as the services which have been normally and customarily provided to the applicable space prior to Closing. In the consideration Lease Event of the provision of such services by the respective Seller or Service Provider, the Purchaser shall pay to the Sellers a monthly fee at each Site (as described in a schedule to the relevant sublease)Default hereunder.

Subleases. So long as no Event of Default shall have occurred and be continuing, any Lessee may sublease one or more Vehicles (ai) For each Subleased Real Estate Lease designated to be subleased pursuant a wholly-owned Subsidiary of such Lessee or to Section 2.1.6(b), another Lessee without the relevant Seller, as sublandlord, prior written consent of Lessors or Agent and (ii) to any other corporation organized under the Purchaser or a Designated Purchaser, as subtenant, will enter into 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 laws of the Closing Date, United States or any State thereof with respect to the portion prior written consent of each of the applicable property to be used by the Purchaser or a Designated Purchaser for the Acquired Business. (b) The Sellers and the Purchaser will cooperate to determine how to segregate and demise the subleased premises, including the size and configuration of space to be subleased to the Purchaser or a Designated Purchaser (which shall be based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior to the Closing Date, as adjusted to take into account any laboratory and other non-desk space to be subject to a SubleaseLessors, which consent shall also take into account the continued marketability and required contiguity of that portion of the premises to not be subject to the related Sublease and the premises not to be subject to the related Sublease and which shall not, in any instance, take into account any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information (subject to confidentiality limitations) on the subleased premises to the otherunreasonably withheld; provided, that it is understood 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 agreed that all costs 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 obtain record or beneficial title to the Vehicle leased thereunder from the Lessee of such segregation Vehicle; such Sublease shall prohibit the Sublessee from making any 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 applicable Lessee's rights, title and demising will interest in, to and under such Sublease shall be pledged by such Lessee to Agent, for the benefit of the 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 responsibility of the Purchaser and that the Purchaser’s plans and specifications therefor will be subject original execution counterpart for Uniform Commercial Code purposes, to the Sellers’ reasonable approval. Prior to ClosingAgent, 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 Sellers will not engage in any segregation and demising activities to be undertaken (x) Agent or Lessors may reasonably request in order to maintain the marketability create, perfect, preserve and protect Agent's and Lessors' security interest in such Sublease; no Lessee shall, without Agent's prior written 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 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 applicable premises prior Vehicle or Vehicles to Closing be leased thereunder, and (ii) the street address, city, county and State where such Vehicle or (y) Vehicles will be located during the term of such Sublease, and Lessees' 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 order to move any Owned Equipment from a different jurisdiction, then the applicable premises. (cLessee must comply with Section 6.1(f) of the Participation Agreement in connection with such titling and registration. The relevant Sellers shall provide, or cause a third party services provider (each, including any liability of its subcontractors, a “Service Provider”) to provide, each Lessee with respect to any space subject to a subleasethis Lease, to the Purchaser or its Affiliate services which are substantially the same in scope as the services which have been normally Lease Supplements and customarily provided to the applicable space prior to Closing. In the consideration each of the provision of such services other Operative Agreements shall not be altered or affected in any way by the respective Seller or Service Provider, the Purchaser shall pay to the Sellers a monthly fee at each Site (as described in a schedule to the relevant sublease)existence of any Sublease.

Subleases. (a) For each Subleased Real Estate Lease designated 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 be unreasonable for Landlord to withhold its consent to a sublease, it shall not be unreasonable for Landlord to withhold its consent in any one of the 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 Premises; (iii) the sublease is prohibited by Landlord’s lender; (iv) Landlord determines, in its reasonable discretion, that the character, reputation or business of the proposed 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 financial history or credit rating of the proposed subtenant is unacceptable to Landlord in its reasonable discretion; (vii) the proposed sublease raises unrelated business taxable income concerns for the holder of the mortgage on the Building; (viii) the use of the Premises 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 subleased pursuant 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 ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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 2.1.6(b7.3 below. (b) In the event of any sublease, 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 an Affiliate, Affiliate of Tenant, or Parent of Tenant), eighty percent (80%) or more of the relevant Seller, as sublandlordrentable area of the Premises, and (ii) the Purchaser 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 a Designated Purchaserany portion of the Proposed Sublease Premises, as subtenant, will enter into a sublease then (i) Landlord shall retake possession of such portion on the date specified in the form attached hereto as Exhibit K Tenant’s Sublease Notice or such other date mutually agreed upon by Landlord and Tenant, (each ii) Tenant’s obligation to pay rent for such sublease a “Sublease”portion shall cease on such date, and (iii) at Closing with a term Landlord and Tenant shall promptly execute an amendment to expire, on this Lease setting forth the one (1) year anniversary new square footage of the Closing Datereduced Premises to be occupied by Tenant. Thereafter, with respect Tenant shall not have any further rights of any kind, including any rights of renewal, in or to the portion of the applicable property Premises so retaken. If the Proposed Sublease Premises constitutes less than the entire Premises, Landlord shall cause to be used by constructed and installed, at Landlord’s sole cost and expense, a demising wall separating the Purchaser Proposed Sublease Premises from the remaining Premises in accordance with all applicable Legal Requirements. If Landlord does not elect to retake all or a Designated Purchaser for any portion of the Acquired BusinessProposed 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) 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 Subject to the Purchaser or a Designated Purchaser (which requirements of Section 7.2 hereof, Tenant shall be based upon have the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior right to the Closing Date, as adjusted to take into account sublease any laboratory and other non-desk space to be subject to a Sublease, which shall also take into account the continued marketability and required contiguity of that portion of the premises Proposed Sublease Premises that Landlord has not elected to be subject retake pursuant to the related Subsection 7.3 (a) above (“Eligible Sublease and the premises not to be subject to the related Sublease and which shall not, in any instance, take into account any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information (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 the Purchaser and that the Purchaser’s plans and specifications therefor will be subject to the Sellers’ reasonable approval. Prior to Closing, the Sellers will not engage in any segregation and demising activities to be undertaken (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 premisesPremises”). (c) The relevant Sellers ▇▇▇▇▇▇’s right to sublease the Eligible Sublease Premises shall provideexpire 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 this Lease, Tenant shall be entitled to retain fifty percent (50%) of any Profit Derived From Subletting the Premises (hereinafter defined) or cause a third party services provider (each, including any of its subcontractors, a part thereof. “Service Provider”) Profit Derived From Subletting the Premises” shall mean any and all sums paid to provide, with respect Tenant pursuant to any space 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 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 the Premises and reasonable advertising expenses. For any period during which Tenant is subject to a subleasean Event of Default under this Lease, Landlord shall be entitled to the Purchaser or its Affiliate services which are substantially the same in scope as the services which have been normally and customarily provided to the applicable space prior to Closing. In the consideration one hundred percent (100%) of the provision rent due from any subtenant of such services Tenant and Tenant shall provide written notice to each subtenant to pay said rent directly to Landlord. Upon not less than thirty (30) days prior written notice to Tenant, Landlord shall have the right to inspect and audit Tenant’s books and records relating to any sublease and expenses incurred by Tenant in connection therewith during normal business hours. Notwithstanding the respective Seller foregoing, Tenant shall be entitled to retain one hundred percent (100%) of any Profit Derived From Subletting the Premises or Service Provider, the Purchaser shall pay any part thereof to the Sellers an Affiliate of Tenant or a monthly fee at each Site (as described in a schedule Parent of Tenant pursuant to the relevant sublease)Section 7.4.

Subleases. Notwithstanding anything to the contrary in this Lease, Tenant shall have the right to sublet or license portions of the Buildings, Individual Properties and the Premises at any time and from time to time in the ordinary course of Tenant’s business for occupancy of the space in question by the Subtenant on market terms and pursuant to a space lease or ground lease containing provisions deemed desirable by Tenant in its sole but reasonable discretion exercising Tenant’s prudent business judgment (aand in any case consistent with Class A institutionally owned and managed properties in the market), in each case without the prior consent of Landlord, provided, however, any Sublease which extends (or includes renewal options or other rights that affect any part of an Individual Property) For each Subleased Real Estate beyond the date which is five (5) years after the Expiration Date of this Lease designated (which for avoidance of doubt is the date set forth in Section 1.1 of this Lease) shall require Landlord’s prior consent, not to be subleased pursuant unreasonably withheld, conditioned or delayed (and which consent shall be deemed given if Landlord fails to Section 2.1.6(bprovide reasonable objections to such Sublease within five (5) Business Days after written request for consent). Landlord agrees that upon a termination of this Lease, the relevant Seller, as sublandlord, and the Purchaser or a Designated Purchaser, as subtenant, will enter into a sublease in the form attached hereto as Exhibit K (each such sublease Sublease permitted by this Section 23.4 shall continue in full force and effect as a “Sublease”) at Closing with direct lease between Landlord and such Subtenant. A Sublease of all or substantially all of a term to expire, Building on the one a Premises (1) year anniversary other than as a result of an expansion by any sublessee of space as of the Closing Date, with respect to date of this Lease) for all or substantially all of the portion remaining Term other than for actual occupancy of the applicable property to be used Individual Property by the Purchaser or a Designated Purchaser for the Acquired Business. (b) The Sellers and the Purchaser will cooperate to determine how to segregate and demise the subleased premises, including the size and configuration of space to be subleased to the Purchaser or a Designated Purchaser (which Subtenant thereunder shall be based upon the employee headcount reasonably agreed between the Purchaser deemed a Transfer by Tenant of this Lease, and the Sellers on or prior to the Closing Date, as adjusted to take into account any laboratory and other non-desk space to such shall be subject to a Sublease, which shall also take into account the continued marketability and required contiguity of that portion of the premises to be subject to the related Sublease and the premises not to be subject to the related Sublease and which shall not, in any instance, take into account any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information (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 the Purchaser and that the Purchaser’s plans and specifications therefor will be subject to the Sellers’ reasonable approval. Prior to Closing, the Sellers will not engage in any segregation and demising activities to be undertaken (x) in order to maintain the marketability of the applicable premises prior to Closing or (y) in order to move any Owned Equipment from provisions of this Article 23. For the applicable premises. (c) The relevant Sellers shall provideavoidance of doubt, 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 customarily provided to the applicable space prior to Closing. In the consideration Landlord agrees that all of the provision Subleases at the Property Portfolio in effect as of such services the date hereof, as reflected on the rent roll certified by Tenant and delivered to Landlord as of the respective Seller or Service Providerclosing date of Landlord acquisition of the Premises, the Purchaser shall pay to the Sellers a monthly fee at each Site (are permitted hereunder and that Landlord’s rights as described in a schedule to the relevant sublease)ground lessor are expressly subject thereto.

Subleases. (a) For each Subleased Real Estate Lease designated to be subleased pursuant to Section 2.1.6(b), the relevant Seller, as As sublandlord, and Tenant has entered into twenty-six (26) subleases (the Purchaser or a Designated Purchaser, as subtenant, will enter into a sublease in the form attached hereto as Exhibit K (each such sublease a “SubleaseSubleases”) at Closing with a term to expire, on the one (1) year anniversary of the Closing Date, with respect to the Building. A complete and accurate list of such subleases is attached hereto and incorporated herein as Exhibit “A”. As a condition precedent to the effectiveness of this Amendment, Landlord and Tenant shall enter into an assignment and assumption of each such sublease substantially in the form of Exhibit “B” attached hereto and incorporated herein by this reference. In addition, prior to the Reduction Commencement Date, Tenant shall obtain from each sublessee, an estoppel agreement in the form of Exhibit “C”, attached hereto and incorporated herein by this reference. On or before May 31, 2010, Tenant shall transfer the security deposits of all subtenants currently being held by Tenant, to Landlord. As of the Reduction Commencement Date, Tenant is holding $124,405.35 in subtenant security deposits. Tenant represents and warrants that as of the 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 to the Reduction Commencement Date, a schedule which identifies the Receivables. On the Reduction Commencement Date, Tenant shall be entitled to receive a credit from Landlord in the total amount of the Receivables listed on the attached Exhibit “G”. Subsequent to the Reduction Commencement Date, Landlord shall have all right, title and interest in and to the Receivables with respect to which Tenant has received a credit. Tenant shall indemnify and hold Landlord harmless from and against any losses incurred by Landlord due to its failure to collect payment of any portion of the applicable property aforesaid Receivables relating to be used by the Purchaser period of time prior to the Reduction Commencement Date as a result of: (a) the insolvency of any subtenant; or a Designated Purchaser for the Acquired Business. (b) The Sellers 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 the Purchaser will cooperate Tenant shall make a preliminary good faith effort to determine how to segregate the amount owing from 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 prepaid by subtenants for such operating expenses based upon the employee headcount reasonably agreed between the Purchaser proration of such expenses and the Sellers on or prior receipts to the Closing Reduction Commencement Date, and a cash adjustment shall be made no later than April 30, 2010 based upon such calculation. Promptly after reconciliation of the operating expenses for the calendar year 2010 and receipt from or payment to subtenants to reconcile the charges to and from subtenants, Landlord and Tenant shall make a final reconciliation of such amounts as adjusted may be due each based upon the Rent Reduction Date and actual expenses and collections. Any amount owed to take into account Landlord shall be paid as additional rent and any laboratory 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 written notice to the subtenants, with a copy to the Landlord, to terminate any of the services provided by Tenant to subtenants under the terms of any sublease or other non-desk space to be subject to a Sublease, which agreement. Tenant shall also take into account have the continued marketability and required contiguity right to pursue collection of that portion of the premises to be subject to the related Sublease and the premises not to be subject to the related Sublease and which shall not, in any instance, take into account any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information (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 the Purchaser and that the Purchaser’s plans and specifications therefor will be subject to the Sellers’ reasonable approval. Prior to Closing, the Sellers will not engage in any segregation and demising activities to be undertaken (x) in order to maintain the marketability of the applicable premises prior to Closing or (y) in order to move any Owned Equipment past due charges directly 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”) subtenants. Landlord agrees to provide, with respect use commercially reasonable efforts to any space subject to a sublease, to collect the Purchaser or its Affiliate services which are substantially the same in scope as the services which have been normally and customarily provided to the applicable space prior to Closingpast due utility charges owed by PointServe. In the consideration of the provision of such services event Landlord can collect any amount owed by the respective Seller or Service ProviderPointServe, then Landlord agrees to pay to Tenant, the Purchaser amount collected less any reasonable and actual out of pocket costs incurred therewith. In no event shall pay Landlord be required to commence litigation to collect the Sellers a monthly fee at each Site (as described in a schedule to the relevant sublease)past due utility costs.

Subleases. So long as there is then no uncured default, Lessee may sublease portions of the Premises with the prior written approval of Lessor upon submission of a copy of the proposed sublease, which approval shall not be unreasonably withheld or delayed, provided the following conditions are satisfied: (a) For each Subleased Real Estate Lease designated No sublease shall relieve Lessee of its responsibility to pay and perform all of its obligations hereunder; (b) Lessee shall not 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 entitled under a sublease to collect rent which is prepaid in the form attached hereto as Exhibit K excess of one year in advance, unless Lessee either: (each such sublease a “Sublease”i) at Closing with a term to expire, on the one (1) year anniversary of the Closing Date, with respect to prepays Rent for the portion of the applicable property to be used Parcel covered by the Purchaser sublease, or (ii) provides Lessor with a Designated Purchaser letter of credit or other bond which is in such 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 Acquired Business. (b) The Sellers and the Purchaser will cooperate to determine how to segregate and demise the subleased premises, including the size and configuration of space to be subleased to the Purchaser or a Designated Purchaser (which shall be based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior to the 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 that pertinent portion of the premises to be subject to the related Sublease and the premises not to be subject to the related Sublease and which shall not, in any instance, take into account any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information (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 the Purchaser and that the Purchaser’s plans and specifications therefor will be subject to the Sellers’ reasonable approval. Prior to Closing, the Sellers will not engage in any segregation and demising activities to be undertaken (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.Premises; (c) The relevant Sellers shall provide, or cause a third party services provider (each, including any proposed use of its subcontractors, a “Service Provider”) to provide, with respect to any space the portion of the Premises subject to the sublease must be a Permitted Use under this Lease; (d) The term of the sublease is for a period of not less than 2 years; (e) Such sublease provides that any violation of any provisions of this Lease, whether by act or 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 Purchaser attornment provisions of Paragraph 14.4 (Attornment); (g) Such sublease is an arms-length transaction negotiated in good faith and provides for rental rates comparable to existing market rates; and (h) Such sublease is on a form of lease which has been previously approved by Lessor or its Affiliate services is otherwise entered into upon terms and conditions which are substantially the same in scope as the services which have been normally and customarily provided reasonably satisfactory to the applicable space prior to Closing. In the consideration of the provision of such services by the respective Seller or Service Provider, the Purchaser shall pay to the Sellers a monthly fee at each Site (as described in a schedule to the relevant sublease)Lessor.

Subleases. (a) For each Subleased Real Estate Lease designated Except for subleases permitted by this Article VI, no Lessee shall have the right to be subleased pursuant assign, mortgage or pledge to Section 2.1.6(b)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 relevant SellerEquipment, as sublandlordin any case without the prior written consent of the Required Participants, and any such assignment, mortgage or pledge shall be void. Notwithstanding the Purchaser foregoing, any Lessee may, without the consent of Lessor or a Designated Purchaserthe Required Participants and so long as no Event of Default exists and is continuing, as subtenant, will 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 form attached hereto as Exhibit K (each 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 Equipment or (b) extend beyond the last day of the Lease Term. In addition, each sublease permitted hereby (x) shall be made and shall expressly provide that it is subject and subordinate to this Lease and the rights of Lessor hereunder, (y) shall 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 Participants) (each, a "Sublease”) at Closing "), 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 a term to expirethe authority, on the one (1) year anniversary behalf of the Closing Datesuch sublessee, to bind such sublessee with respect to the portion of Operative Documents or any amendment, modification or waiver thereunder and shall have the applicable property power and authority to be used by the Purchaser or a Designated Purchaser for the Acquired Business. (b) The Sellers receive and give all notifications, consents, payments and deliveries under this Lease 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 other Operative Documents. No Lessee shall assign or a Designated Purchaser (which shall be based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior to the 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 that portion of the premises to be subject to the related Sublease and the premises not to be subject to the related Sublease and which shall not, in any instance, take into account any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information (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 the Purchaser and that the Purchaser’s plans and specifications therefor will be subject to the Sellers’ reasonable approval. Prior to Closing, the Sellers will not engage in any segregation and demising activities to be undertaken (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 pledge any of its subcontractors, a “Service Provider”) to provide, with respect rights under any Sublease to any space subject to a sublease, to Person other than Lessor or Collateral Agent for the Purchaser or its Affiliate services which are substantially the same in scope as the services which have been normally and customarily provided to the applicable space prior to Closing. In the consideration benefit of the provision of such services by the respective Seller or Service Provider, the Purchaser shall pay to the Sellers a monthly fee at each Site (as described in a schedule to the relevant sublease)Participants.

Subleases. Notwithstanding anything contained in any Ground Lease to the contrary, Borrower shall not further sublet any portion of the 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) For each Subleased Real Estate Lease designated to be subleased pursuant to Section 2.1.6(b)in the event of the termination of the Ground Lease, the relevant Seller, as sublandlord, and sublease shall not terminate or be terminable by the Purchaser or a Designated Purchaser, as subtenant, will enter into a sublease lessee thereunder; (b) in the form attached hereto as Exhibit K (each such sublease a “Sublease”) at Closing with a term to expire, on event of any action for the one (1) year anniversary foreclosure of the Closing Date, Security Instrument with respect to the related Individual Property, the sublease shall not terminate or be terminable by the lessee thereunder by reason of the termination of the Ground Lease unless such lessee is specifically named and joined in any such action and unless a judgment is obtained therein against such lessee; and (c) in the event that the Ground Lease is terminated as aforesaid, the lessee under the sublease shall attorn to the lessor under the Ground Lease or to the purchaser at the sale of the related Individual Property on such foreclosure, as the case may be. In the event that any portion of such Individual Property shall be sublet pursuant to the applicable property terms of this subsection, such sublease shall be deemed to be used by the Purchaser or a Designated Purchaser for the Acquired Business. (b) The Sellers and the Purchaser will cooperate to determine how to segregate and demise the subleased premises, including the size and configuration of space to be subleased to the Purchaser or a Designated Purchaser (which shall be based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior to the 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 that portion of the premises to be subject to the related Sublease and the premises not to be subject to the related Sublease and which shall not, in any instance, take into account any plans of the Purchaser to relocate employees included in the aforementioned employee headcount 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 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 locations) information and provide relevant information (subject documentation relating thereto reasonably required by Lender to confidentiality limitations) reach a decision. In no event shall Lender be deemed to have approved any sublease having a material adverse effect on the subleased premises to the other; providedBorrower’s costs or obligations. Upon Borrower’s request, that it is understood and agreed that all costs of such segregation and demising will be the sole responsibility Lender shall deliver a Borrower a reasonably detailed description of the Purchaser and that the Purchaser’s plans and specifications therefor will be subject to the Sellers’ reasonable approval. Prior to Closing, the Sellers will not engage in reasons for any segregation and demising activities to be undertaken (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 customarily provided to the applicable space prior to Closing. In the consideration of the provision of such services by the respective Seller or Service Provider, the Purchaser shall pay to the Sellers a monthly fee at each Site (as described in a schedule to the relevant subleasedisapprovals under this Section 5.1.24(b).

Subleases. So long as there is then no uncured default, Lessee may sublease portions of the Premises with the prior written approval of Lessor upon submission of a copy of the proposed sublease, which approval shall not be unreasonably withheld or delayed, provided the following conditions are satisfied: (a) For each Subleased Real Estate Lease designated No sublease shall relieve Lessee of its responsibility to pay and perform all of its obligations hereunder; (b) Lessee shall not 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 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 form attached hereto as Exhibit K (each such sublease a “Sublease”) at Closing with a term to expireextent allowed by this Lease, on the one (1) year anniversary of the Closing Date, with respect to for the portion of the applicable property to be used Parcel covered by the Purchaser sublease, or (ii) provides Lessor with a Designated Purchaser letter of credit or other bond which is in such 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 Acquired Business. (b) The Sellers and the Purchaser will cooperate to determine how to segregate and demise the subleased premises, including the size and configuration of space to be subleased to the Purchaser or a Designated Purchaser (which shall be based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior to the 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 that pertinent portion of the premises to be subject to the related Sublease and the premises not to be subject to the related Sublease and which shall not, in any instance, take into account any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information (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 the Purchaser and that the Purchaser’s plans and specifications therefor will be subject to the Sellers’ reasonable approval. Prior to Closing, the Sellers will not engage in any segregation and demising activities to be undertaken (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.Premises; (c) The relevant Sellers shall provide, or cause a third party services provider (each, including any proposed use of its subcontractors, a “Service Provider”) to provide, with respect to any space the portion of the Premises subject to the sublease must be a Permitted Use under this Lease; (d) The term of the sublease is for a period of not less than 2 years; (e) Such sublease provides that any violation of any provisions of this Lease, whether by act or 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 Purchaser attornment provisions of paragraph 14.4; (g) Such sublease is an arms-length transaction negotiated in good faith and provides for rental rates comparable to existing market rates; and (h) Such sublease is on a form of lease which has been previously approved by Lessor or its Affiliate services is otherwise entered into upon terms and conditions which are substantially the same in scope as the services which have been normally and customarily provided reasonably satisfactory to the applicable space prior to Closing. In the consideration of the provision of such services by the respective Seller or Service Provider, the Purchaser shall pay to the Sellers a monthly fee at each Site (as described in a schedule to the relevant sublease)Lessor.

Subleases. (a) For each Subleased Real Estate Lease designated Tenant shall be entitled to enter into Subleases of the Leased Premises with Landlord's consent, which consent shall not be subleased pursuant 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 Section 2.1.6(bwithhold consent (or sixty (60) days in the event the Sublease relates to a leasable area of 100,000 square feet or more), the relevant Seller, as sublandlordin which case Landlord shall provide written notice thereof to Tenant, and state with specificity (i) the Purchaser 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 notice to Tenant withholding consent within such thirty (30) day (or a Designated Purchaserwhere applicable, as subtenantsixty (60) day) period, will then Landlord shall be deemed to have consented to such Sublease, and Tenant shall be entitled to enter into 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 Closing Date, with respect to the portion of the applicable property to be used by the Purchaser or a Designated Purchaser for the Acquired Business. (b) The Sellers and the Purchaser will cooperate to determine how to segregate and demise the subleased premises, including the size and configuration of space to be subleased to the Purchaser or a Designated Purchaser (which Each Sublease shall be based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior to the 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 that portion of the premises to be subject to the related Sublease and the premises not to be subject to the related Sublease and which shall not, in any instance, take into account any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) and explicitly provide relevant information (subject to confidentiality limitations) on the subleased premises to the other; provided, that it is understood subject 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 subordinate to the Sellers’ reasonable approval. Prior to Closing, the Sellers will not engage in any segregation and demising activities to be undertaken (x) in order to maintain the marketability provisions of the applicable premises prior to Closing or (y) in order to move any Owned Equipment from the applicable premisesthis Lease. (c) The relevant Sellers With respect to each Sublease, Tenant agrees to provide Landlord with a written notice at least thirty (30) days prior to the effective date of the Sublease (i) setting forth the name of such Subtenant and the use of the demised premises by such Subtenant which shall providebe consistent with the Allowed Uses, or cause a third party services provider (eachii) certifying that the term of such Sublease will not exceed the Term of this Lease, including any (iii) setting forth with specificity the ways in which such Subtenant will comply with Article 17 and further the educational mission of its subcontractorsthe University, a “Service Provider”and (iv) providing reasonable financial information for such Sublessee. Following Landlord's receipt of such notice, Landlord agrees to provide, the non-disturbance and attornment provisions set forth below with respect to any space subject to a subleaseSublease for more than 5000 square feet of the leasable area within the Improvements, to which shall be automatic and self-operative without the Purchaser or its Affiliate services which are substantially the same in scope as the services which have been normally necessity of any further agreement between Landlord and customarily provided to the applicable space prior to ClosingSubtenant. In the consideration alternative, Landlord agrees to enter into an attornment agreement with all Subtenants subleasing more than 5000 square feet of the provision leasable area within the Improvements incorporating the following provisions: (1) Commencing on the date that Subtenant enters into a Sublease with Tenant and continuing thereafter for so long as Subtenant's Lease is in full force and effect and Subtenant is not in default in payment of such services rent or in the performance of any other obligation required under Subtenant's Lease, Landlord agrees that, notwithstanding a termination of this Lease because of Tenant's default hereunder, Subtenant's rights and privileges under Subtenant's Sublease, or any extensions or renewals thereof provided for in Subtenant's Lease, shall not be diminished or interfered with by Landlord, and Subtenant's occupancy of its subleased premises shall not be disturbed by Landlord during the respective Seller term of Subtenant's Sublease and any extensions or Service Providerrenewals thereof. (2) Upon the cancellation or termination, for any reason whatsoever, of this Lease, or the Purchaser shall pay surrender thereof, whether voluntary, involuntary or by operation of law, prior to the Sellers a monthly fee expiration date of Subtenant's Sublease, including any extensions and renewals of Subtenant's Sublease provided for therein (in any event not to exceed the present termination date of this Lease), Landlord may, at each Site (as described in a schedule its option and without the execution of further instruments by Landlord or Subtenant, succeed to the relevant sublease).interest of Tenant under Subtenant's Sublease and upon such election by Landlord Subtenant shall be bound to Landlord under all of the terms of Subtenant's Sublease for the balance of the term thereof, including any extensions or renewals thereof provided for in Subtenant's Lease, with the same force and 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. (a) For each Except as provided in 21.1 above, Sublessee shall not ----- enter into any sublease of the Subleased Real Estate Lease designated Premises without Sublessor's prior written approval. Any request for Sublessor's approval shall be made at least 21 days prior to be subleased pursuant to Section 2.1.6(b), the relevant Seller, as sublandlordcommencement of such tenancy, and shall provide reasonably detailed information concerning the Purchaser or a Designated Purchaser, as subtenant, will enter into a sublease in identity and financial condition of the form attached hereto as Exhibit K (each proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold its consent to such sublease a “Sublease”) at Closing with a term to expire, on the one if (1) year anniversary the use of the Closing Date, Subleased Premises is a permitted use under this lease; (2) the sublease is consistent with respect the terms and conditions of this Sublease; (3) Sublessee remains primarily liable to Sublessor to pay rent and perform all other obligations to be performed by Sublessee under this Sublease. If Sublessor shall fail to respond to the portion Sublessee's request within 15 days after receipt of the applicable property to be used by the Purchaser or a Designated Purchaser for the Acquired Business. (b) The Sellers and the Purchaser will cooperate to determine how to segregate and demise the subleased premisesrequest, including the size and configuration of space to be subleased to the Purchaser or a Designated Purchaser (which such request shall be based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior to the 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 that portion of the premises to be subject to the related Sublease and the premises not to be subject to the related Sublease and which shall not, in any instance, take into account any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information (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 the Purchaser and that the Purchaser’s plans and specifications therefor will be subject to the Sellers’ reasonable approval. Prior to Closing, the Sellers will not engage in any segregation and demising activities to be undertaken (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 customarily provided to the applicable space prior to Closingdeemed approved. In the consideration event that the rent for the Subleases Premises shall exceed the per square foot rent charged to the Sublessee under this lease, Sublessee shall remit 50% of the provision excess to Sublessor upon receipt by Sublessee. In calculating any excess rent payable by Sublessee to Sublessor pursuant to this provision, Sublessee shall first be entitled to deduct all out of such services pocket direct expenses incurred by the respective Seller 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 Service Providerany portion thereof other than Sublessor's agent The ▇▇▇▇ Company, Inc. (or its successor). This provision shall not apply in the Purchaser event that 85% of the ownership interest in the Sublessor shall pay change, in which event the Sublessor shall so notify the Sublessee. The foregoing shall not be construed to prevent Sublessee from procuring subtenants by itself or through non-broker representatives. Sublessor shall cause The ▇▇▇▇ Company, Inc. to use its best efforts to market the Sellers a monthly fee at each Site (as described in a schedule to the relevant sublease)Subleased Premises if called upon under this subparagraph.

Subleases. (a) For each Subleased Real Estate Lease designated 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 execution of such sublease. As of the date of this Lease, Lessee shall lease the Property from Lessor, and any existing tenant respecting the Property shall automatically be deemed to be subleased pursuant to Section 2.1.6(b), the relevant Seller, as sublandlord, a subtenant of Lessee and the Purchaser or not a Designated Purchaser, as subtenant, will enter into 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 tenant of the Closing Date, with respect to the portion of the applicable property to be used by the Purchaser or a Designated Purchaser for the Acquired BusinessLessor. (b) The Sellers Provided no Lease Default or Lease Event of Default has occurred and is continuing, Lessee may, without the Purchaser will cooperate to determine how to segregate prior written consent of any Financing Party or any other Person and demise the subleased premises, including the size and configuration of space to be subleased to the Purchaser or a Designated Purchaser (which shall be based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior to the 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 that portion of the premises to be subject to the related Sublease and other provisions of this Section 24.2, sublet the premises Property or portion thereof to any Subsidiary of the Parent. Lessee may otherwise sublet the Property or portion thereof to any Person (other than to a Subsidiary of the Parent) only with the consent of the Majority Secured Parties (such consent not to be subject to the related Sublease and which shall not, in any instance, take into account any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information (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 the Purchaser and that the Purchaser’s plans and specifications therefor will be subject to the Sellers’ reasonable approval. Prior to Closing, the Sellers will not engage in any segregation and demising activities to be undertaken (x) in order to maintain the marketability of the applicable premises prior to Closing unreasonably withheld or (y) in order to move any Owned Equipment from the applicable premisesdelayed). (c) The relevant Sellers No sublease (referenced in this Section 24.2 or otherwise) or other relinquishment of possession to the Property shall providein 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 cause a third party services provider portion thereof, so sublet. (eachd) No sublease (referenced in this Section 24.2 or otherwise) shall extend beyond the Term of this Lease except with the consent of Majority Secured Parties (such consent not to be unreasonably withheld or delayed) and each such sublease shall be expressly subject and subordinate to this Lease. (e) No sublease hereunder, including whether or not to an Affiliate of Lessee, shall subject any of its subcontractorsFinancing Party to regulation by any Governmental Authority to which any Financing Party would not have been subject but for such sublease, a “Service Provider”) to provide, with respect to nor shall any space sublessee be subject to a proceeding under bankruptcy, insolvency or similar laws at the time of such sublease, to the Purchaser nor shall such sublease create a Lease Default or its Affiliate services which are substantially the same in scope as the services which have been normally and customarily provided to the applicable space prior to Closing. In the consideration Lease Event of the provision of such services by the respective Seller or Service Provider, the Purchaser shall pay to the Sellers a monthly fee at each Site (as described in a schedule to the relevant sublease)Default hereunder.

Subleases. (a) For 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 execution of such sublease. As of the date of each Subleased Real Estate Lease designated Supplement, Lessee shall lease the respective Properties described in such Lease Supplement from Lessor, and any existing tenant respecting such Property shall automatically be deemed to be subleased pursuant to Section 2.1.6(b), the relevant Seller, as sublandlord, a subtenant of Lessee and the Purchaser or not a Designated Purchaser, as subtenant, will enter into 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 tenant of the Closing Date, with respect to the portion of the applicable property to be used by the Purchaser or a Designated Purchaser for the Acquired BusinessLessor. (b) The Sellers and Lessee may, without the Purchaser will cooperate consent of Lessor, sublet not more than twenty percent (20%) of the square footage of the Improvements on any specific Property to determine how to segregate and demise sublessees who use the subleased premises, including the size and configuration of space to be subleased to the Purchaser or a Designated Purchaser (which shall be based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior to the 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 that sublet portion of the premises Improvements only for educational purposes, job training, food and commissary 39 services or maintenance purposes; provided that in any event, Lessee shall remain fully liable for all obligations (including without limitation all Rent and other obligations with respect to such subleased Properties and any other Properties) under this Lease, each Lease Supplement and the other Operative Agreements. Any such sublease of any Property shall be on commercially reasonable terms and at market rates, and such Property shall continue to be subject to used for the related Sublease purposes set forth in 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 premises not to Agent, which consent may be subject to the related Sublease and which shall not, in any instance, take into account any plans of the Purchaser to relocate employees included given or withheld in the aforementioned employee headcount to other locations) 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 sole discretion of each 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, the Sellers will not engage in any segregation and demising activities to be undertaken (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 premisesparty. (c) The relevant Sellers No such sublease or other relinquishment of possession to any Property shall providein 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 cause a third party services provider portion thereof, so sublet. (eachd) Any sublease of any Property or portion thereof shall be subject, including 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. 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 its subcontractors, a “Service Provider”) to provide, with respect to any space subject to a such sublease, Lessee shall deliver a copy thereof to the Purchaser or its Affiliate services which are substantially Lessor and the same in scope as the services which have been normally and customarily provided to the applicable space prior to Closing. In the consideration of the provision of such services by the respective Seller or Service Provider, the Purchaser shall pay to the Sellers a monthly fee at each Site (as described in a schedule to the relevant sublease)Agent.

Subleases. (a) For each Subleased Real Estate Lease designated to be subleased pursuant to Section 2.1.6(b)Except for the Permitted Subleases, the relevant Seller, as sublandlord, and the Purchaser or a Designated Purchaser, as subtenant, will Seller shall not enter into any New Sublease or modify or terminate any then-existing Sublease or apply any security deposit or grant any consent or waiver relating to any Subtenant under a sublease in Sublease without 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 prior consent of the Closing Date, with respect to the portion of the applicable property to be used by the Purchaser or a Designated Purchaser for the Acquired Business. (b) The Sellers and the Purchaser will cooperate to determine how to segregate and demise the subleased premises, including the size and configuration of space to be subleased to the Purchaser or a Designated Purchaser (which shall be based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior to the 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 that portion of the premises to be subject to the related Sublease and the premises not to be subject to the related Sublease and which shall not, in any instance, take into account any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information (subject to confidentiality limitations) on the subleased premises to the otherPurchaser; provided, that it if Seller is understood and agreed that all costs not permitted to unreasonably withhold, condition or delay its consent or waiver under the terms of such segregation Sublease, then Purchaser’s consent under this Section 8.4 shall not be unreasonably withheld, conditioned or delayed. If Purchaser fails to notify Seller in writing of Purchaser’s objections within five (5) Business Days of Purchaser’s receipt of the proposed modification, termination or new lease terms (and demising a request for Purchaser’s approval), then Purchaser will be deemed to have disapproved the sole responsibility of same. In addition to the Purchaser and foregoing, Seller may not consent to any assignment of, or subletting under, any Sublease (except that the Purchaser’s plans and specifications therefor prior consent will not be subject required to the Sellers’ reasonable approval. Prior to Closingextent that, under the Sellers will not engage in any segregation and demising activities to be undertaken (x) in order to maintain the marketability terms of the applicable premises Sublease or applicable Law, Seller is obligated to consent to the proposed assignment or subletting) without the prior to Closing or (y) consent of Purchaser. Seller shall comply in order to move any Owned Equipment from all material respects with the applicable premisesSubleases. (c) The relevant Sellers 8.5​ Encumbrances. Seller shall providenot voluntarily encumber the Property with any mortgages, deeds of trust or cause a third party services provider (eachother encumbrances, including except as expressly permitted in this Agreement, without Purchaser’s consent. Seller will not be in violation of this Section 8.5 by reason of 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 Seller Liens that are substantially the same in scope addressed as the services which have been normally and customarily provided to the applicable space prior to Closingrequired under Section 3.4 hereof. In the consideration of the provision of such services by the respective Seller or Service Provider, the Purchaser shall pay to the Sellers a monthly fee at each Site (as described in a schedule to the relevant sublease).9.​

Subleases. (a) For each Subleased Real Estate Lease designated In the event that Lessee seeks to be subleased pursuant sublease the Aircraft, in addition to Section 2.1.6(b)securing Lessor's advance written consent to any Permitted Sublease and the terms and conditions thereof, the relevant SellerLessee 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 sublandlord, 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 Purchaser or a Designated Purchaser, as subtenant, will enter into 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 other Operative Agreements; and provided further that: (1) year anniversary 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 Closing DateAircraft, with respect and Lessor's rights to the portion 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 applicable property 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 limitation, Lessor's right to the return and/or repossession of the Aircraft upon the occurrence of an Event of Default or otherwise pursuant hereto; (y) none of the terms and provisions of such Permitted Sublease shall be used by adverse or inconsistent with the Purchaser or a Designated Purchaser terms and provisions hereof and the rights and privileges of Lessor hereunder; and (z) Lessee shall remain primarily liable hereunder for the Acquired Business. (b) The Sellers performance of all the provisions hereof, and the Purchaser will cooperate to determine how to segregate obligations and demise the subleased premises, including the size and configuration duties of space to be subleased Lessee hereunder to the Purchaser or a Designated Purchaser same extent as if such transfer of possession of the Aircraft had not occurred and notwithstanding the terms and provisions of any Permitted Sublease. Lessee shall advise Lessor in writing of its request for consent to sublease the Aircraft with reasonable detail as to the terms and provisions thereof at least sixty (which shall be based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or 60) days prior to the Closing Dateproposed commencement date, as adjusted and Lessor shall respond 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 Lessee within 15 days after receipt of that portion of the premises to be subject to the related Sublease and the premises not to be subject to the related Sublease and which shall not, in any instance, take into account any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information Lessee's written request for consent (subject to confidentiality limitations) on Lessor's review of the subleased premises final documents and agreements executed and delivered in connection therewith). Lessee shall provide Lessor with copies of the various documents and agreements proposed to be executed and delivered between it and any Sublessee, as soon as practicable thereafter. Lessor shall review the other; providedsame with reasonable diligence and expedition, that it is understood and agreed that all promptly either approve or reject the same in writing to Lessee. All costs of such segregation incurred and demising will associated with any proposed sublease shall 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, the Sellers will not engage in any segregation and demising activities to be undertaken (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 premisesLessee. (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 customarily provided to the applicable space prior to Closing. In the consideration of the provision of such services by the respective Seller or Service Provider, the Purchaser shall pay to the Sellers a monthly fee at each Site (as described in a schedule to the relevant sublease).

Subleases. (a) For each Subleased Real Estate Lease designated 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 subleased pursuant to Section 2.1.6(b), the relevant Seller, as sublandlord, a subtenant of Lessee and the Purchaser or not a Designated Purchaser, as subtenant, will enter into 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 tenant of the Closing Date, with respect to the portion of the applicable property to be used by the Purchaser or a Designated Purchaser for the Acquired BusinessLessor. (b) The Sellers Without the prior written consent of any Financing Party and only to the Purchaser will cooperate extent the provisions of Sections 25.2(a), (b) and (c) are satisfied, (i) Lessee may sublet the Property or any portion thereof to determine how any wholly-owned Subsidiary of Lessee, and (ii) Lessee may otherwise sublet up to, but not to segregate and demise exceed, twenty-five percent (25%) of the subleased premisesaggregate square footage of the Improvements of the Property to one or more Persons which are not wholly-owned Subsidiaries of Lessee; provided, including with the size and configuration prior written consent of space the Majority Secured Parties (to be subleased to granted or withheld in the Purchaser or a Designated Purchaser (which shall be based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior to the 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 reasonable discretion of that portion each of the premises Secured Parties), Lessee may sublease more than twenty-five percent (25%) of the aggregate square footage of the Improvements of the Property to be 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 related Sublease 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 premises Majority Mortgage Lenders, which consent shall not to be subject to the related Sublease and which shall notunreasonably delayed, in any instance, take into account any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information (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 the Purchaser and that the Purchaser’s plans and specifications therefor will be subject to the Sellers’ reasonable approval. Prior to Closing, the Sellers will not engage in any segregation and demising activities to be undertaken (x) in order to maintain the marketability of the applicable premises prior to Closing denied or (y) in order to move any Owned Equipment from the applicable premisesconditioned. (c) The relevant Sellers 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 provide, in any way discharge or cause a third party services provider (each, including diminish any of its subcontractors, Lessee’s obligations to Lessor hereunder and Lessee shall remain directly and primarily liable under this Lease as to the Property or any portion thereof so sublet. Respecting each sublease of the Property or any portion thereof (and without regard to whether the consent of the Lessor and the Majority Mortgage Lenders is required): (i) the terms and conditions of such sublease are commercially reasonable and the rent payable thereunder is no less than a “Service Provider”) market rent for the Property or portion thereof subject to provide, with respect such sublease (except rent payable pursuant to any space sublease to a wholly-owned Subsidiary of Lessee may be less than a market rent); (ii) Lessor shall not be personally liable for any obligations under such sublease; (iii) Lessee shall have furnished a copy of such sublease to Lessor; (iv) if requested by Lessor, Lessee shall have furnished to Lessor prior to the effectiveness of such sublease (at Lessee’s sole cost and expense) written confirmation from an independent appraiser (reasonably acceptable to Lessor) that the condition set forth in clause (i) has been satisfied; (v) the 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 Property or portion thereof which is subject to a such sublease, to the Purchaser or its Affiliate services which are substantially the same in scope as the services which have been normally and customarily provided to the applicable space prior to Closing. In the consideration of the provision of such services by the respective Seller or Service Provider, the Purchaser shall pay to the Sellers a monthly fee at each Site (as described in a schedule to the relevant sublease).

Subleases. (a) For On or prior to the Closing, each Subleased Real Estate Lease designated to be subleased pursuant to Section 2.1.6(b)of TRH and AIG shall execute and deliver each of the “New York Sublease”, the relevant Seller, as sublandlord, “Chicago Sublease” and the Purchaser or a Designated Purchaser, as subtenant, will enter into a sublease “Toronto Sublease” in substantially the form forms attached hereto as Exhibit I, Exhibit J and Exhibit K (each such sublease each, a “Sublease” and collectively, the “Subleases”) at Closing with to the extent it is a term party to expire, on the one (1) year anniversary 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 Closing Dateactual out-of-pocket costs and expenses (i) for any construction work that AIG, with respect in its sole discretion, determines desirable to the portion demise any of the Subleased Premises separately, and (ii) to obtain the consent of any Landlord, including any costs or expenses that may be charged in accordance with the terms of the Master Lease or that are otherwise reasonably requested by any Landlord, and (iii) to dispute the refusal by any Landlord under any Master Lease to provide its consent to its applicable property Sublease. TRH shall pay any and all other costs and expenses for any other work or action that may be necessary or desirable to be used by separately demise any of the Purchaser Subleased Premises or a Designated Purchaser to effectuate any Sublease, including the cost to demise any computer room or computer system separately. TRH and AIG shall each pay for the Acquired Businesstheir own legal expenses in connection with each Sublease. (b) The Sellers 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 Purchaser will cooperate Consent Deadline that is applicable to determine how each Sublease. If TRH and AIG fail to segregate and demise the subleased premises, including the size and configuration of space obtain any consent necessary to be subleased to the Purchaser or a Designated Purchaser (which shall be based upon the employee headcount reasonably agreed between the Purchaser and the Sellers effectuate any Sublease on or prior to the Consent Deadline that is applicable to such Sublease (each such Sublease a “Rejected Sublease”), then solely with respect to such Rejected Sublease, (i) the Rejected Sublease and each other arrangement between TRH, AIG and any of their respective Affiliates with respect to the Rejected Subleased Premises shall automatically terminate and be of no further force and effect as of the applicable Consent Deadline, (ii) TRH shall, or shall cause its relevant Affiliate(s) to, vacate the Rejected Subleased Premises in accordance with the requirements set forth in the Affected Master Lease and 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 the Rejected Subleased Premises, pay AIG or the relevant AIG Affiliate(s) the amount that would have been due and owing under the Rejected Sublease had the Rejected Sublease not been terminated for the period from and including the Closing Date through and including the applicable Exit Date. Notwithstanding the foregoing, if, notwithstanding TRH using its commercially reasonable efforts to vacate the Rejected Subleased Premises by the applicable Exit Date, as adjusted to take into account any laboratory and other non-desk space 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 subject able to a Subleasevacate the Rejected Subleased Premises, which shall also take into account and AIG agrees to work with the continued marketability and required contiguity of that portion of the premises Landlord to be subject try to the related Sublease and the premises not to be subject to the related Sublease and which shall not, in any instance, take into account any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information (subject to confidentiality limitations) on the subleased premises to the otheraccommodate TRH’s need for additional time; provided, however, that it is understood and agreed that all costs of such segregation and demising will be the sole responsibility of the Purchaser and that the Purchaser’s plans and specifications therefor will be subject AIG shall have no obligation to the Sellers’ reasonable approval. Prior to Closing, the Sellers will not engage in any segregation and demising activities to be undertaken (x) in order to maintain the marketability of extend the applicable premises prior Exit Date if the Landlord is unwilling to Closing or (y) in order to move afford any Owned Equipment from additional time beyond the applicable premisesExit 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) The relevant Sellers For purposes of this Section 3.23, the following terms shall provide, or cause a third party services provider (each, including any of its subcontractors, a have the following meanings. “Service Provider”) to provideAffected Master Lease” shall mean, with respect to any space subject Rejected Sublease, the Master Lease relating to a subleasesuch Rejected Sublease. “Consent Deadline” shall mean, (i) with respect to the Purchaser or its Affiliate services which are substantially New York Sublease and the same Chicago Sublease, the date that is twenty (20) days after the Closing Date, and (ii) with respect to the Toronto Sublease, the date that is ten (10) days after the Closing Date. “Exit Date” shall mean, (i) with respect to the New York Sublease and the 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. “Landlord” shall mean, with respect to any Sublease, the Person that is identified in scope such Sublease as the services which landlord or owner under such Sublease’s Master Lease. “Master Lease” shall, with respect to any Sublease, have been normally and customarily provided the meaning ascribed to the applicable space prior term “Master Lease” in such Sublease. “Rejected Subleased Premises” shall mean, with respect to Closing. In the consideration of the provision of such services by the respective Seller or Service Providerany Rejected Sublease, the Purchaser shall pay Subleased Premises relating to such Rejected Sublease. “Subleased Premises” shall, with respect to any Sublease, have the meaning ascribed to the Sellers a monthly fee at each Site (as described term “Subleased Premises” in a schedule to the relevant sublease)such Sublease.

Subleases. (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 a Lessee may 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 Closing Date, with respect to the any portion of the applicable property Leased Premises subject to be used the following restrictions: 11.1 No sublease shall violate any term of this Lease. 11.2 All subleases shall specifically state that the Lessee’s grant of authority at the Airport and over the Leased Premises is subject to the provisions of this Lease. 11.3 All subleases shall specifically state that if the sublease or a term of the sublease violates this Lease, the sublease or such term of such sublease is void. 11.4 No sublease shall extend beyond the term of this Lease. 11.5 Lessee shall submit all proposed commercial subleases that are longer than 365 days in duration to the Town for approval prior to execution by the Purchaser or a Designated Purchaser for the Acquired BusinessLessee. (b) The Sellers 11.6 Lessee may submit noncommercial 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 short term subleases to the Purchaser Town for approval prior to execution. 11.7 The Town shall consider and approve or disapprove all subleases submitted to it within 45 days. If the Town does not take action on a Designated Purchaser (which sublease within 45 days, it shall be based upon deemed approved. 11.8 Subleases submitted to the employee headcount reasonably agreed between Town for approval shall contain a provision stating "This sublease shall not be effective until approved by Town of Payson." 11.9 All subleases approved by the Purchaser Town are not assignable by a sublessee without written permission of the Town. Each such sublease agreement shall include a written provision that any action that purports to assign the sublease without the written approval of the Town shall be void and shall immediately terminate the Sellers on or sublease. 11.10 If the Lessee’s interest in this Lease terminates prior to the Closing Datedate specified in any Town-approved subleases, as adjusted to take into account any laboratory the Town shall assume the Lessee’s position and other non-desk space to be such subleases shall continue in effect until their expiration dates, subject to a Sublease, which other relevant terms and conditions of individual subleases. 11.11 Subleases shall also take into account be restricted to such area as is actually required for the continued marketability and required contiguity of that portion conduct of the premises sublessee's business activities. No sublease shall encompass so large an area as to prevent other sublessees from providing competitive aeronautical facilities or services. 11.12 No sublease shall be subject granted for less than adequate and full consideration. Such consideration may take the form of monetary payments as well as the construction of suitable permanent improvements and such other in-kind services as may be appropriate. Lessee shall establish sublease base rates and shall utilize a competitive bidding process for the award of subleases over and above the base rate if it is determined that such a process is required by law. 11.13 Lessee shall ensure that all commercial sublessees provide reasonable minimum levels of service. Minimum service specifications and compliance requirements shall be set forth in sublease solicitation documents and/or sublease agreements. 11.14 The Town reserves the right to the related Sublease and the premises not direct Lessee to be subject to the related Sublease and which shall not, in cancel or terminate any instance, take into account sublease for any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information (subject to confidentiality limitations) on the subleased premises to the other; provided, reasons that it is understood and agreed that all costs of such segregation and demising will this Lease may 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, the Sellers will not engage in any segregation and demising activities to be undertaken (x) in order to maintain the marketability of the applicable premises prior to Closing cancelled or (y) in order to move any Owned Equipment from the applicable premisesterminated. (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 customarily provided to the applicable space prior to Closing. In the consideration of the provision of such services by the respective Seller or Service Provider, the Purchaser shall pay to the Sellers a monthly fee at each Site (as described in a schedule to the relevant sublease).

Subleases. (a) For each Subleased Real Estate Lease designated to be subleased pursuant to Except as set forth in this Section 2.1.6(b)25.2, Lessee may not sublet any Property or portion thereof without first obtaining the relevant Seller, as sublandlord, prior written consent of the Lessor and the Purchaser Agent, which consent may be given or a Designated Purchaser, as subtenant, will enter into a sublease withheld in the form attached hereto as Exhibit K (sole discretion of each such sublease a “Sublease”) at Closing with a term to expire, on the one (1) year anniversary of the Closing Date, with respect to the portion of the applicable property to be used by the Purchaser or a Designated Purchaser for the Acquired Businessparty. (b) The Sellers 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 Purchaser will cooperate to determine how to segregate other Operative Agreements; (ii) Such sublease is in writing and demise the subleased premises, including the size is expressly subject and configuration of space to be subleased subordinate to the Purchaser or a Designated Purchaser (which shall be based upon rights of the employee headcount reasonably agreed between Lessor, the Purchaser Agent, the Lenders and the Sellers Holders under this Lease, the Security Agreement, each Mortgage Instrument and all other Operative Agreements; and (iii) Such sublease is on or prior to commercially reasonable terms and at market rates, and has a term that does not extend past the Closing Expiration 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 such Property is at all times used for the continued marketability purposes set forth in this paragraph and required contiguity of that portion of the premises to be subject to the related Sublease and the premises not to be subject to the related Sublease and which shall not, in any instance, take into account any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information (subject to confidentiality limitations) on the subleased premises to the other; provided, that it is understood and agreed that all costs definition 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, the Sellers will not engage in any segregation and demising activities to be undertaken (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"Property." (c) The relevant Sellers No sublease or other relinquishment of possession to any Property shall provide, in any way discharge or cause a third party services provider (each, including diminish any of its subcontractors, a “Service Provider”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 provide, with respect Article XIV hereof shall be endorsed to name each sublessee under any space subject such sublease as an additional insured. Prior to a the effectiveness of any such sublease, Lessee shall deliver a copy thereof to the Purchaser or its Affiliate services which are substantially Lessor and the same Agent. (e) Promptly but in scope as the services which have been normally and customarily provided any event at least thirty (30) days prior to the applicable space prior to Closing. In execution and delivery of any sublease permitted by this Article XXV, Lessee shall notify Lessor and the consideration Agent of the provision execution of such services by sublease. As of the date of each Lease Supplement, Lessee shall lease the respective Seller or Service Provider, the Purchaser shall pay to the Sellers a monthly fee at each Site (as Properties described in such Lease Supplement from Lessor, and (without limiting the generality of Sections 25.2(a) - (d)) any existing tenant respecting such Property shall automatically be deemed to be a schedule to the relevant sublease)subtenant of Lessee and not a tenant of Lessor.

Subleases. (a) For With respect to each Subleased Real Estate Lease designated to be subleased and every sublease or subletting pursuant to Section 2.1.6(b)the provisions of this Lease, the relevant Seller, it is further agreed as sublandlord, and the Purchaser or a Designated Purchaser, as subtenant, will enter into a sublease in the form attached hereto as Exhibit K follows: (each such sublease a “Sublease”i) at Closing with no subletting shall be for a term to expire, on the ending later than one (1) year anniversary of the Closing Date, with respect to the portion of the applicable property to be used by the Purchaser or a Designated Purchaser for the Acquired Business. (b) The Sellers and the Purchaser will cooperate to determine how to segregate and demise the subleased premises, including the size and configuration of space to be subleased to the Purchaser or a Designated Purchaser (which shall be based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or day prior to the Closing DateExpiration Date of this Lease; (ii) no sublease shall be valid, and no sublessee shall take possession of the Premises (or any portion thereof), until an executed counterpart of such sublease has been delivered to Landlord and approved by Landlord (where such approval is required), which approval shall not be unreasonably withheld or delayed; (iii) each sublease shall provide that it is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and that, in the event of termination, re-entry or dispossess by Landlord under this Lease, Landlord may, at its option, either terminate such sublease or take over all of the right, title and interest of Tenant, as adjusted sublessor, under such sublease, and such sublessee shall, at Landlord’s option, attorn to take into account Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not (I) be liable for any laboratory and other non-desk space to previous act or omission of Tenant under such sublease, (II) be subject to a Subleaseany offset, not expressly provided in such sublease, which shall also take into account the continued marketability and required contiguity theretofore accrued to such subtenant against Tenant, or (III) be bound by any previous modification of that portion 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 premises sublease, a decrease in the length of the term thereof or a de minimis modification or amendment not altering any of the material financial terms of such sublease) shall be deemed to be a new sublease subject to the related Sublease and the premises not to be subject to the related Sublease and which shall not, in any instance, take into account any plans all of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) terms 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 conditions 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, the Sellers will not engage in any segregation and demising activities to be undertaken (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 premisesthis Article 8. (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 customarily provided to the applicable space prior to Closing. In the consideration of the provision of such services by the respective Seller or Service Provider, the Purchaser shall pay to the Sellers a monthly fee at each Site (as described in a schedule to the relevant sublease).

Subleases. (a) For each Subleased Real Estate Lease designated Lessee shall have the right, with the written consent of ▇▇▇▇▇▇, such consent not to be subleased pursuant unreasonably withheld, delayed or conditioned upon a renegotiation of any of the terms of this Lease, to Section 2.1.6(b)license, sublease or otherwise allow the relevant Seller, as sublandlord, occupancy of all or a portion of the Premises and the Purchaser Improvements. If Lessee licenses or subleases a Designated Purchaser, as subtenant, will enter into portion of the Premises to a sublease in third party for the form attached hereto as Exhibit K purpose of sending and receiving telecommunications signals (each such sublease grant a “Sublease”) at Closing then Lessee agrees to pay to Lessor, as additional rent, (“Co-Location Rent”), the following amounts: (i) in the event that the Sublease is with a term major wireless carrier, such as Verizon, AT&T or T-Mobile, the Co-Location Rent shall be Six Hundred and No/100 Dollars ($600.00) per month, and (ii) in the event that Lessee enters into a Sublease with any entity other than a major wireless carrier, the Co-Location Rent shall be an amount equal to expireThree Hundred and No/100 Dollars ($300.00) per month. Co-Location Rent shall be paid under the following conditions: (i) Lessee shall not be required to pay Lessor the Co-Location Rent for the first or initial Sublease of a major wireless carrier (“Anchor Tenant”), and (ii) Co-Location Rent is not subject to an escalator. In the event the Anchor Tenant vacates the Premises, Lessee shall have the right to substitute the Anchor Tenant with an existing sublessee or licensee who shall become the new Anchor Tenant. The Co-Location Rent for each such Sublease shall commence beginning on the one (1) year anniversary first day of the Closing Date, with respect to month following the commencement date of each Sublease and continue through the term of that respective Sublease. That portion of the applicable property to be used by the Purchaser or a Designated Purchaser for the Acquired Business. (b) The Sellers and the Purchaser will cooperate to determine how to segregate and demise the subleased premises, including the size and configuration of space to be subleased Rent attributable to the Purchaser Co- Location Rent shall terminate at the end of the month during which each Sublease terminates or a Designated Purchaser (which expires, whichever is earlier, and Rent thereafter shall be based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior reduced by an amount equal to the Closing DateCo- Location Rent for each such Sublease as of the date of such expiration or termination. Lessee shall have sole discretion as to whether, as adjusted and on what terms, to take into account enter into, amend or terminate any laboratory and other non-desk space to be subject to a such Sublease, which and there shall also take into account the continued marketability and required contiguity be no express or implied obligation of that portion of the premises Lessee to be subject to the related Sublease and the premises not to be subject to the related Sublease and which shall notdo so, in any instance, take into account any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information (subject to confidentiality limitations) on the subleased premises to the other; provided, that it nor 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, the Sellers will not engage in any segregation and demising activities to be undertaken (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 Lessor a third party services provider (eachbeneficiary of any Sublease. Lessee’s approved licensee(s) and sublessee(s) shall be entitled to modify the tower and Improvements, and erect and install additional improvements and personal property on the Premises and Improvements, including any but not limited to antennas, dishes, cabling, utilities, emergency or back up power, generators, and equipment shelters. Lessee’s approved licensee(s) and sublessee(s) shall be entitled to all rights of its subcontractors, a “Service Provider”) to provide, with respect to any space subject to a sublease, ingress and egress to the Purchaser or its Affiliate services which are substantially the same in scope as the services which have been normally and customarily provided to the applicable space prior to Closing. In the consideration of the provision of such services by the respective Seller or Service ProviderPremises, the Purchaser shall pay right to install utilities on the Sellers a monthly fee at each Site (Premises and the right to use the Premises for the Intended Use as described in a schedule to if said licensee or sublessee were the relevant sublease)Lessee under this Lease.

Subleases. Except as provided in 21.1 above, Sublessee shall not enter into any sublease of the Subleased Premises without Sublessor’s, and, under the Primary Sublease, PDA’s prior written approval. Any request for Sublessor’s (aand, PDA’s) For each Subleased Real Estate Lease designated approval shall be made at least 21 days prior to be subleased pursuant to Section 2.1.6(b), the relevant Seller, as sublandlordcommencement of such tenancy, and shall provide reasonably detailed information concerning the Purchaser or a Designated Purchaser, as subtenant, will enter into a sublease in identity and financial condition of the form attached hereto as Exhibit K (each proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold its consent to such sublease a “Sublease”) at Closing with a term to expire, on the one if (1) year anniversary the use of the Closing Date, Subleased Premises is a permitted use under this lease; (2) the sublease is consistent with respect the terms and conditions of this Sublease; (3) Sublessee remains primarily liable to Sublessor to pay rent and perform all other obligations to be performed by Sublessee under this Sublease. If Sublessor shall fail to respond to the portion Sublessee’s request within 15 days after receipt of the applicable property 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 used deemed approved by the Purchaser or a Designated Purchaser for the Acquired BusinessPDA. (b) 8. The Sellers 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 Purchaser will cooperate to determine how to segregate and demise agreement of sublease or assignment within 14 days after the subleased premises, including effective date of such transaction. Sublessee may delete from the size and configuration of space to be subleased copies delivered to the Purchaser or a Designated Purchaser (which Air Force, the EPA and NHDES the financial terms and other proprietary information contained therein.” Section 22.1 shall be based upon amended by deleting therefrom the employee headcount reasonably agreed between phrase at the Purchaser end which reads, “ but Sublessee shall have no responsibility for contamination not caused by Sublessee or its agents.”, and adding the Sellers on following in its place; “… but Sublessee shall have no responsibility for contamination not caused by Sublessee or prior to the Closing Dateits sublessees, as adjusted to take into account any laboratory and other non-desk space to assignees, contractors or agents.” 10. A. Section 22.4 shall be subject to a Sublease, which shall also take into account the continued marketability and required contiguity of that portion of the premises to be subject to the related Sublease and the premises not to be subject to the related Sublease and which shall not, in any instance, take into account any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information (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 the Purchaser and that the Purchaser’s plans and specifications therefor will be subject to the Sellers’ reasonable approval. Prior to Closing, the Sellers will not engage in any segregation and demising activities to be undertaken (x) in order to maintain the marketability of the applicable premises prior to Closing or (y) in order to move any Owned Equipment amended by deleting from the applicable premiseslast sentence thereof the phrase, “Sublessee’s liability being limited to matters relating to its own activities. (c) The relevant Sellers shall provide”, or cause a third party services provider (each, including any of and adding the following in its subcontractors, a place; “Service Provider”) …Sublessee’s liability being limited to provide, with respect matters relating to any space subject to a sublease, to the Purchaser its own or its Affiliate services which are substantially the same in scope as the services which have been normally sublessees, assignees, contractors and customarily provided to the applicable space prior to Closing. In the consideration of the provision of such services by the respective Seller or Service Provider, the Purchaser shall pay to the Sellers a monthly fee at each Site (as described in a schedule to the relevant sublease)agents’ activities.”

Subleases. 14.1.1 So long as (ax) For each Subleased Real Estate 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 and (y) there does not exist a Lease designated Event of Default, Tenant may Sublease any part of the Premises to be subleased pursuant to (i) an Affiliate, (ii) any client or customer of Tenant, (iii) any vendor of Tenant or (iv) any venturer of Tenant, without the consent of Landlord, provided that the business of the Sublessee is in accordance with the use provisions set out in Section 2.1.6(b)5.1 of this Lease. Tenant must, the relevant Sellerhowever, as sublandlord, notify Landlord in writing of any such Sublease and the Purchaser or a Designated Purchaser, as subtenant, will enter into 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 identity and notice address of the Closing Date, with respect Sublessee not less than ten (10) business days prior to the date that such Sublessee occupies any portion of the applicable property 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 used conducted by the Purchaser or 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 Designated Purchaser for 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 Acquired Business. provisions of this Section 14.1 and (bIII) The Sellers 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 Purchaser will cooperate aggregate with all other Subleases to determine how to segregate and demise the subleased premises, including the size and configuration of space to be subleased to the Purchaser or a Designated Purchaser (which shall be based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior to the Closing Date, as adjusted to take into account any laboratory and other non-desk space Affiliates then in existence will cause more than fifty percent (50%) of the total Rentable Area of the Building to be subject to a be occupied by non-Affiliates, then Tenant must obtain the prior written consent of Landlord to such additional proposed Sublease, which consent shall also take into account not be unreasonably withheld, conditioned or delayed by Landlord. Tenant must notify Landlord in writing of any such Sublease and the continued marketability identity and required contiguity notice address of the Sublessee not less than thirty (30) days prior to the date that such Sublessee proposes to occupy any portion of the premises 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 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 character of the proposed subtenant or the nature of the activities to be conducted by the proposed subtenant 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. 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 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 shall be subordinate, and that in the event of termination, re-entry or dispossession by Landlord under this Lease, Landlord may at its option, (1) take over all of the right, title and interest of Tenant, as sublessor, under such 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 then executory provisions of such Sublease with Landlord or Landlord’s designee or (3) terminate such Sublease or allow such Sublease to remain terminated to the 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 the related 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 and the premises not made without Landlord’s consent, (iv) be bound by any previous prepayment of more than one month’s rent, (v) be obligated to be subject return or otherwise account for any security theretofore deposited to such Sublessee except to the related Sublease and which extent that such security shall notactually have been turned over to Landlord, in or (vi) be bound by any instancecovenant of Tenant (1) to undertake, take into account complete and/or pay for any plans alterations of the Purchaser Premises to relocate employees included in make same ready for such Sublessee’s occupancy or (2) undertake, complete and/or pay for any restoration, replacement or rebuilding of the aforementioned employee headcount space demised to such Sublessee or any other locationsportion of the Premises that may be required, due to any damage or destruction that shall have occurred prior to or after such termination; (B) and provide relevant information (subject to confidentiality limitations) on such Sublease shall automatically terminate upon termination of this Lease, notwithstanding any other provision of the subleased premises Sublease to the othercontrary; 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 it 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 agreed, however, that all costs Landlord’s exercise of such segregation and demising will right shall not release or diminish Tenant’s obligations under this Lease except to the extent of funds actually received by Landlord. All profits derived from any Sublease shall be the sole responsibility property of Tenant. 14.1.4 Notwithstanding anything contained in this Lease to the contrary, Tenant shall not (i) sublet all or any part of the Purchaser and Premises or assign this Lease on any basis such that the Purchaser’s plans and specifications therefor will rental or other amounts to be subject to paid by the Sellers’ reasonable approval. Prior to Closingsubtenant or assignee thereunder would be based, in whole or in part, on the Sellers will not engage income or profits derived by the business activities of the Sublessee or assignee, or (ii) sublet all or any part of the Premises or assign this Lease in any segregation and demising activities to be undertaken (x) in order to maintain the marketability other manner which could cause any portion of the applicable premises prior amounts received by Landlord pursuant hereto or pursuant to Closing or any Sublease to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Internal Revenue Code of 1986, as amended (y) in order to move any Owned Equipment from the applicable premises. (c) The relevant Sellers shall provide“Code”), or which could cause a third party services provider (each, including any other income received by Landlord to fail to qualify as income described in Section 856(c)(2) of its subcontractors, a “Service Provider”) the Code. All references in this Section 14.1.4 to provide, with respect Section 856 of the Code shall also refer 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 customarily provided to the applicable space prior to Closing. In the consideration of the provision of such services by the respective Seller or Service Provider, the Purchaser shall pay to the Sellers a monthly fee at each Site (as described in a schedule to the relevant sublease)successor provisions thereto.

Subleases. Except for Subleases to individual residential Subtenants made in the ordinary course of business, and except for non-residential subleases made in the ordinary course of business on a commercially reasonable standard form of lease approved in advance by the City (with commercially reasonable changes thereto), the approval of which form shall not be unreasonably withheld, conditioned, or delayed, and for which the term does not extend beyond the term of this Lease (collectively, the "Allowed Subleases"), all Subleases shall be subject to the prior written approval and consent of the 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) For each Subleased Real Estate Lease designated Tenant, and Tenant's successors and assigns, shall not permit the use, occupancy or operation of the Premises or any portion thereof by any Person, unless: (i) such use, occupancy or operation is under a written Sublease, and for a term which does not extend beyond the Term of this Lease; (ii) such Sublease is with a Subtenant on commercially reasonable terms and without any offsets other than those which are commercially reasonable; (iii) such Sublease includes provisions acknowledging that said Sublease shall be subject and subordinate to this Lease; (iv) such Sublease requires the proposed Subtenant to use the Premises only for the Permitted Uses herein defined; (v) such Sublease contains provisions requiring all alterations, additions, changes or improvements to the Premises to be subleased pursuant 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 2.1.6(b), the relevant Seller, as sublandlord, and the Purchaser or a Designated Purchaser, as subtenant, will enter into 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 Closing Date, with respect to the portion of the applicable property to be used by the Purchaser or a Designated Purchaser for the Acquired Business13.2. (b) The Sellers 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 Purchaser will cooperate to determine how to segregate Parties that Tenant shall assume and demise the subleased premises, including the size and configuration of space to be subleased liable to the Purchaser 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 a Designated Purchaser result in an Event of Default under this Lease; (which iii) each Sublease shall be based upon provide that in the employee headcount reasonably agreed between the Purchaser and the Sellers on or event this Lease is terminated prior to the Closing Date, as adjusted to take into account any laboratory and other non-desk space to be subject to a expiration of such Sublease, which shall also take into account the continued marketability and required contiguity of that portion of the premises to be then, subject to the related Sublease provisions of any non-disturbance and attornment agreement executed by the subtenant and the premises not City pursuant to be subject Section 13.4, at the City's option, the Subtenant thereunder will either attorn to the related Sublease City and which shall notwaive any right the Subtenant may have to terminate the Sublease, in any instance, take into account any plans or surrender possession thereunder as a result of the Purchaser to relocate employees included termination of this Lease, and the Sublease shall terminate simultaneously with the termination or expiration of this Lease; and (iv) each Sublease shall provide that in the aforementioned employee headcount event the Subtenant receives a written notice from the City stating that an Event of Default has occurred under this Lease, the Subtenant shall thereafter be obligated to other locations) and provide relevant information (subject to confidentiality limitations) on the subleased premises pay all rentals accruing under such Sublease directly to the other; provided, that it is understood and agreed that all costs of such segregation and demising will be City or as 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, the Sellers will not engage in any segregation and demising activities to be undertaken (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 premisesCity may direct. (c) The relevant Sellers All Subleases and all of the terms, covenants and provisions thereof and all rights, remedies and options of the Subtenants thereunder are and shall provideat all times continue to be fully subject and subordinate in all respects to this Lease as the same may be renewed, amended, supplemented, extended or cause replaced. This provision shall 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 third party services provider Subtenant. (each, including any of its subcontractorsd) Notwithstanding anything to the contrary contained in this Lease, a “Service Provider”Sublease of all or substantially all (more than 55%) to provide, with respect to any space subject to a subleaseof the Premises (regardless of the term thereof) shall require the prior written consent of the City . (e) Furthermore, to the Purchaser or its Affiliate services which extent required by applicable law, all subleases are substantially the same in scope as the services which have been normally and customarily provided subject to the applicable space prior to Closing. In the consideration review and approval of the provision of such services by the respective Seller or Service Provider, the Purchaser shall pay to the Sellers a monthly fee at each Site (as described in a schedule to the relevant sublease)NPS.

Subleases. 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 entire Building, Landlord shall assign its interest in the Subleases to Tenant, and Tenant shall then sublease such portions of the Premises to the Existing Tenants pursuant to the Subleases. Notwithstanding anything in this Lease to the contrary, Landlord and Tenant agree as follows with respect to the Subleases: (a) For Contemporaneous with the execution hereof, Landlord and Tenant shall execute and deliver to each Subleased Real Estate other a Lease designated to be subleased pursuant to Section 2.1.6(b), the relevant Seller, as sublandlord, Assignment and the Purchaser or a Designated Purchaser, as subtenant, will enter into a sublease Assumption Agreement in the form attached hereto and incorporated herein as Exhibit K (each such sublease a “Sublease”) at Closing with a term F, pursuant to expirewhich Landlord shall assign all of its right, on title and interest in and to the one (1) year anniversary Sublease Agreements to Tenant, and Tenant shall assume, perform and discharge all obligations of the Closing Date, with respect to “landlord” under the portion of the applicable property to be used by the Purchaser or a Designated Purchaser for the Acquired BusinessSubleases. (b) The Sellers 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 Purchaser will cooperate to determine how to segregate and demise the subleased premises, including the size and configuration of space to be subleased to the Purchaser or a Designated Purchaser (which shall be based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior to the 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 that portion of the premises to be subject to the related Sublease and the premises not to be subject to the related Sublease and which shall not, in any instance, take into account any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information (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 the Purchaser and that the Purchaser’s plans and specifications therefor will be subject to the Sellers’ reasonable approval. Prior to Closing, the Sellers will not engage in any segregation and demising activities to be undertaken (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 premisesExisting Tenants. (c) The relevant Sellers lobby, hallways and common restrooms on the first floor of One Paragon Centre shall provide, or cause a third party services provider (each, including any of its subcontractors, a remain “Service Provider”) to provide, with respect to any space subject to a sublease, common areas” pursuant to the Purchaser or its Affiliate services which are substantially Subleases for the same in scope as the services which have been normally non-exclusive use and customarily provided to the applicable space prior to Closing. In the consideration benefit of the provision Existing Tenants and their respective agents, employees, licensees and invitees so long as at least one of the Subleases is in effect. Tenant shall maintain, repair and, if necessary, replace such services by the respective Seller or Service Provider, the Purchaser shall pay to the Sellers a monthly fee at each Site (as described common areas in a schedule first-class condition at its sole cost and expense. (d) Contemporaenous with the execution of this Lease, Landlord shall assign any and all security deposits currently being maintained by Landlord under the terms and conditions of the Subleases. (e) To the extent the Subleases are still in effect, then upon the expiration or termination of this Lease, Tenant shall assign its entire right, title and interest in the Subleases to the relevant sublease)Landlord.

Subleases. Sublessee may not enter into any sublease of the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval shall be made at least forty-five (a45) For each Subleased Real Estate Lease designated days prior to be subleased pursuant to Section 2.1.6(b), the relevant Seller, as sublandlord, commencement of such tenancy and shall provide detailed information concerning the identity and financial condition of the proposed sublessee and the Purchaser or a Designated Purchaser, as subtenant, will enter into a sublease in terms and conditions of the form attached hereto as Exhibit K (each proposed sublease. Sublessor shall not unreasonably withhold its consent to such sublease a “Sublease”) at Closing with a term to expire, on the one if: (1) year anniversary the use of the Closing DateSubleased Premises associated with any sublease(s) is permitted under Article 8, (2) the sublease(s) are consistent with respect to the portion terms and conditions of the applicable property to be used by the Purchaser or a Designated Purchaser for the Acquired Business. (b) The Sellers and the Purchaser will cooperate to determine how to segregate and demise the subleased premises, including the size and configuration of space to be subleased to the Purchaser or a Designated Purchaser (which shall be based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior to the 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 that portion of the premises to be subject to the related this Sublease and the premises not to be subject to the related Sublease and which shall not, in any instance, take into account any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information (subject to confidentiality limitations) on the subleased premises to the otherPrimary Sublease; provided, however, that it 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, (4) the proposed sublessee is understood financially and agreed that all costs operationally responsible and (5) PDA has given its approval to the proposed sublease. [In the event the rent for the Subleased Premises exceeds the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%) of such segregation and demising will 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 the sole responsibility of the Purchaser and that the Purchaser’s plans and specifications therefor will be subject paid in its entirety to the Sellers’ reasonable approval. Prior to Closing, the Sellers will not engage in any segregation and demising activities to be undertaken (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 premisesSublessor. (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 customarily provided to the applicable space prior to Closing. In the consideration of the provision of such services by the respective Seller or Service Provider, the Purchaser shall pay to the Sellers a monthly fee at each Site (as described in a schedule to the relevant sublease).]

Subleases. Without the consent or approval of Purchaser, Seller will be entitled to enter into Subleases of all or part of the 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 applicable Sublease, and Seller will be released from liability under such Sublease. Seller will be entitled to all rent and triple net expenses under a Sublease until it has been assigned to Purchaser. Once a Sublease is assigned to Purchaser, then Purchaser will be entitled to all rent and triple next expenses under such Sublease as a direct lease with Purchaser. The foregoing notwithstanding, Seller may enter into a Sublease that does not meet the Creditworthiness Standards (as defined in the Sublease Parameters) so long as it meets all of the other Sublease Parameters provided, however, that (a) For each Subleased Real Estate any such Sublease will not be assigned to Purchaser and removed from the premises of such Master Lease designated unless and until Purchaser receives verification, reasonably satisfactory to be subleased pursuant to Section 2.1.6(b)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 relevant Seller, as sublandlorddate all free rent periods have expired) and (B) all other Earn Out Conditions for such Sublease have been satisfied, and (ii) the Purchaser 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 a Designated Purchaserother sums payable under the Sublease within thirty (30) days of the date same was due – it being understood that Seller has no right, directly or indirectly, to provide any payment, subsidy, default waiver or other assistance to any such subtenant so as subtenantto insure the satisfaction of this condition, will enter into a sublease and (b) no such Sublease may be executed by Seller 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 last two years of the Closing Date, with respect to the portion term of the applicable property to be used by the Purchaser or Master Lease. Otherwise, any deviation of a Designated Purchaser for the Acquired Business. (b) The Sellers and the Purchaser will cooperate to determine how to segregate and demise the subleased premises, including the size and configuration of space to be subleased to the Purchaser or a Designated Purchaser (which shall be based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior to the 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 that portion of the premises to be subject to the related Sublease and the premises not to be subject to the related Sublease and which shall not, in any instance, take into account any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information (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 the Purchaser and that the Purchaser’s plans and specifications therefor will be subject to the Sellers’ reasonable approval. Prior to Closing, the Sellers will not engage in any segregation and demising activities to be undertaken (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 premisesSublease Parameters must be approved in advance by Purchaser. (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 customarily provided to the applicable space prior to Closing. In the consideration of the provision of such services by the respective Seller or Service Provider, the Purchaser shall pay to the Sellers a monthly fee at each Site (as described in a schedule to the relevant sublease).

Subleases. (a) For each Subleased Real Estate Lease designated to All Resident Subleases shall be subleased pursuant to Section 2.1.6(b), in compliance with the relevant Seller, as sublandlordapplicable regulations of the California Tax Credit Allocation Committee and the applicable requirements of the Tax Credit Regulatory Agreement, and the Purchaser or a Designated Purchaser, as subtenant, will enter into 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 Closing Date, with respect to the portion of the applicable property to be used by the Purchaser or a Designated Purchaser for the Acquired Business. (b) The Sellers and the Purchaser will cooperate to determine how to segregate and demise the subleased premises, including the size and configuration of space to be subleased to the Purchaser or a Designated Purchaser (which shall be based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior to the 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 that portion of the premises to be subject to the related following provisions and restrictions: Each Resident Sublease shall contain a provision, satisfactory to Lessor, requiring the Subtenant to attorn to Lessor upon (a) an Event of Default by Lessee under this Lease, and the premises not (b) receipt by such Subtenant of written notice of such Event of Default and instructions to be subject make such Subtenant’s rental payments to Lessor. On any termination of this Lease prior to the related Sublease and which shall not, in any instance, take into account any plans expiration of the Purchaser Term, all of Lessee’s interest as sublessor under any and all existing valid and enforceable Resident Subleases for which Lessor has issued a non-disturbance agreement shall be deemed automatically assigned, transferred, and conveyed to relocate employees included in the aforementioned employee headcount Lessor and subtenants under such Resident Subleases shall be deemed to other locations) and provide relevant information (subject have attorned to confidentiality limitations) Lessor. Lessor shall thereafter be bound on the subleased premises such Resident Subleases to the othersame extent Lessee, as sublessor, was bound thereunder and Lessor shall have all the rights under such Resident Subleases that Lessee, as sublessor, had under such Resident Subleases; provided, however, that any amendments to any such Resident Sublease made after the issuance of a non-disturbance agreement to a subtenant shall not be binding on Lessor. Each Resident Sublease shall expressly provide that it is understood subject to each and agreed that all costs of such segregation and demising will be the sole responsibility of the Purchaser covenants, conditions, restrictions, and that the Purchaser’s plans and specifications therefor will be subject to the Sellers’ reasonable approval. Prior to Closing, the Sellers will not engage in any segregation and demising activities to be undertaken (x) in order to maintain the marketability provisions of the applicable premises prior to Closing or (y) in order to move any Owned Equipment from the applicable premisesthis Lease. (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 customarily provided to the applicable space prior to Closing. In the consideration of the provision of such services by the respective Seller or Service Provider, the Purchaser shall pay to the Sellers a monthly fee at each Site (as described in a schedule to the relevant sublease).

Subleases. (a) For each Subleased Real Estate Lease designated Tenant shall have the right 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 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 any part of the Closing DatePremises or to partially assign this Lease with respect to any part of the Premises (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 applicable property Premises so subleased or assigned. Additionally, each Sublease must be for a use compatible with the Permitted Use. Tenant must give written notice to Landlord specifying the name and address of any Sublessee to which all notices required by this Lease shall be used sent, and a copy of the Sublease. Tenant shall provide Landlord with copies of all Subleases entered into by ▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇ agrees to grant non-disturbance agreements for any Sublessee which will provide that in the event of a termination of this Lease due to an Event of Default committed by the Purchaser or a Designated Purchaser for Tenant, such Sublessee will not be disturbed and will be allowed to continue peacefully in possession directly under this Lease as the Acquired Business. (b) The Sellers successor tenant, provided that the Sublessee shall be in compliance with the terms and conditions of its Sublease; and the Purchaser Sublessee shall agree to attorn to Landlord. Landlord further agrees that it will cooperate grant such assurances to determine how to segregate and demise such Sublessee so long as it remains in compliance with the subleased premises, including the size and configuration terms of space to be subleased to the Purchaser or a Designated Purchaser (which shall be based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior to the Closing Date, as adjusted to take into account any laboratory and other non-desk space to be subject to a its Sublease, which shall also take into account and provided further that any such Sublease does not extend beyond the continued marketability and required contiguity of that portion expiration of the premises to be subject to the related Sublease and the premises not to be subject to the related Sublease and which shall not, in any instance, take into account any plans Term of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) 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 the Purchaser and that the Purchaser’s plans and specifications therefor will be subject to the Sellers’ reasonable approval. Prior to Closing, the Sellers will not engage in any segregation and demising activities to be undertaken (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 customarily provided to the applicable space prior to Closing. In the consideration of the provision of such services by the respective Seller or Service Provider, the Purchaser shall pay to the Sellers a monthly fee at each Site (as described in a schedule to the relevant sublease).this Lease

Subleases. Sublessee may not enter into any sublease of the Subleased Premises without Sublessor’s prior written approval. Any request for Sublessor’s approval shall be made at least forty-five (a45) For each Subleased Real Estate Lease designated days prior to be subleased pursuant to Section 2.1.6(b), the relevant Seller, as sublandlord, commencement of such tenancy and shall provide detailed information concerning the identity and financial condition of the proposed sublessee and the Purchaser or a Designated Purchaser, as subtenant, will enter into a sublease in terms and conditions of the form attached hereto as Exhibit K (each proposed sublease. Sublessor shall not unreasonably withhold its consent to such sublease a “Sublease”) at Closing with a term to expire, on the one if: (1) year anniversary the use of the Closing DateSubleased Premises associated with any sublease(s) is permitted under Article 8, (2) the sublease(s) are consistent with respect to the portion terms and conditions of the applicable property to be used by the Purchaser or a Designated Purchaser for the Acquired Business. (b) The Sellers and the Purchaser will cooperate to determine how to segregate and demise the subleased premises, including the size and configuration of space to be subleased to the Purchaser or a Designated Purchaser (which shall be based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior to the 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 that portion of the premises to be subject to the related this Sublease and the premises not to be subject to the related Sublease and which shall not, in any instance, take into account any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information (subject to confidentiality limitations) on the subleased premises to the otherPrimary Sublease; provided, however, that it 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, (4) the proposed sublessee is understood financially and agreed that all costs operationally responsible and (5) PDA has given its approval to the proposed sublease. [In the event the rent for the Subleased Premises exceeds the rental charged to Sublessee under Article 4, Sublessee shall remit sixty percent (60%) of such segregation and demising will 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 that the sole responsibility use of the Purchaser Premises by PC Connection Sales Corporation is contemplated by this Sublease and that the Purchaser’s plans and specifications therefor will be subject to the Sellers’ reasonable approval. Prior to Closing, the Sellers will does not engage in any segregation and demising activities to be undertaken (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 premisesconstitute a sublease under this Section. (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 customarily provided to the applicable space prior to Closing. In the consideration of the provision of such services by the respective Seller or Service Provider, the Purchaser shall pay to the Sellers a monthly fee at each Site (as described in a schedule to the relevant sublease).

Subleases. (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 the Purchaser or a Designated Purchaser, as subtenant, will enter into a sublease in the form attached hereto as Exhibit K N (each such sublease a “Sublease”) at Closing with a term to expire, on expire one Business Day prior to the one (1) year anniversary scheduled expiration date of the Closing Date, 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 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, other than in the case of any Sublease relating to Lease A or Replacement Lease A (which shall be determined in accordance with Exhibit 5.28(g)) and any Sublease relating to Lease B (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 the Purchaser and the Sellers on or prior to the Closing Date, as adjusted to take into account any laboratory Date and other non-desk space to be subject to a Sublease, which shall also take into account the continued marketability and required contiguity of that portion of the premises to be subject to the related Sublease and the premises not to be subject to the related Sublease and which shall not, in any instance, take into account any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locationsSublease) and provide relevant information (subject to confidentiality limitations) on the subleased premises to the other; provided, other provided that it is understood and agreed that all costs of such segregation and demising will be the sole responsibility of the Purchaser and that the Purchaser’s plans and specifications therefor will be subject to the Sellers’ reasonable approval. Prior to Closing, the Sellers will not engage in any segregation and demising activities to be undertaken (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 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 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 third-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 provide, or cause a third party services provider be afforded the right to participate in all such communications with the landlord to the extent that they wish to do so, (each, including ii) neither any Seller nor Purchaser nor Designated Purchaser shall have any obligation to agree to any increase in any of its subcontractorsobligations under the applicable Assumed and Subleased Real Estate Lease, a “Service Provider”Non-365 Subleased Real Estate Lease or Sublease in connection with such discussions with the landlords, (iii) to providesuch 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 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 (B) the demised premises which thereafter remain subject to a subleaseSeller’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) 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 Affiliate services which are substantially sole discretion be permitted to negotiate a direct lease with the same in scope as the services which have been normally and customarily provided landlord with respect to the applicable space prior to Closing. In time after the consideration 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 such services by the respective Seller or Service Provider, the Purchaser shall pay this Agreement to the contrary, Purchaser (on behalf of itself and any Designated Purchaser) and Sellers a monthly fee at each Site (as described agree to be bound by and comply with the terms set forth in a schedule Exhibit 5.28(g) with respect to the relevant sublease365 Real Estate Lease identified as “Lease A” in Section 2.1.5(b)(iii) of the Sellers Disclosure Schedule and the “Replacement Lease A” identified in such Exhibit 5.28(g).

Subleases. (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 a Lessee may 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 Closing Date, with respect to the any portion of the applicable property Leased Premises subject to be used the following restrictions: 11.1 No sublease shall violate any term of this Lease. 11.2 All subleases shall specifically state that the Lessee’s grant of authority at the Airport and over the Leased Premises is subject to the provisions of this Lease. 11.3 All subleases shall specifically state that if the sublease or a term of the sublease violates this Lease, the sublease or such term of such sublease is void. R 11.4 No sublease shall extend beyond the term of this Lease. 11.5 Lessee shall submit all proposed commercial subleases that are longer than one year 365 days in duration to the Town for approval prior to execution by the Purchaser or a Designated Purchaser Lessee. A 11.6 Lessee may submit noncommercial and short term subleases to the Town for the Acquired Businessapproval prior to execution. 11.7 The Town shall consider and approve or disapprove all subleases submitted to it within thirty (b30) The Sellers and 45 days. If the Purchaser will cooperate to determine how to segregate and demise the subleased premisesTown does not take action on a sublease within thirty (30) 45 days, including the size and configuration of space to it shall be subleased deemed approved. F 11.8 Subleases submitted to the Purchaser or Town for approval shall contain a Designated Purchaser (which provision stating "This sublease shall not be effective until approved by Town of Payson.” T 11.9 All subleases approved by the Town are not assignable by a sublessee without written permission of the Town. Each such sublease agreement shall include a written provision that any action that purports to assign the sublease without the written approval of the Town shall be based upon void and shall immediately terminate the employee headcount reasonably agreed between sublease. May 1, 2007 11.10 If the Purchaser and the Sellers on or Lessee’s interest in this Lease terminates prior to the Closing Datedate specified in any Town-approved subleases, as adjusted to take into account any laboratory the Town shall assume the Lessee’s position and other non-desk space to be such subleases shall continue in effect until their expiration dates, subject to a Sublease, which other relevant terms and conditions of individual subleases. 11.11 Subleases shall also take into account be restricted to such area as is actually required for the continued marketability and required contiguity of that portion conduct of the premises sublessee's business activities. No sublease shall encompass so large an area as to prevent other sublessees from providing competitive aeronautical facilities or services. 11.12 No sublease shall be subject granted for less than adequate and full consideration. Such consideration may take the form of monetary payments as well as the construction of suitable permanent improvements and such other in-kind services as may be appropriate. Lessee shall establish sublease base rates and shall utilize a competitive bidding process for the award of subleases over and above the base rate if it is determined that such a process is required by law. 11.13 Lessee shall ensure that all commercial sublessees provide reasonable minimum levels of service. Minimum service specifications and compliance requirements shall be set forth in sublease solicitation documents and/or sublease agreements. R 11.14 The Town reserves the right to the related Sublease and the premises not direct Lessee to be subject to the related Sublease and which shall not, in cancel or terminate any instance, take into account sublease for any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information (subject to confidentiality limitations) on the subleased premises to the other; provided, reasons that it is understood and agreed that all costs of such segregation and demising will this Lease may 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, the Sellers will not engage in any segregation and demising activities to be undertaken (x) in order to maintain the marketability of the applicable premises prior to Closing cancelled or (y) in order to move any Owned Equipment from the applicable premisesterminated. (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 customarily provided to the applicable space prior to Closing. In the consideration of the provision of such services by the respective Seller or Service Provider, the Purchaser shall pay to the Sellers a monthly fee at each Site (as described in a schedule to the relevant sublease).

Subleases. (a) For 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 execution of such sublease. As of the date of each Subleased Real Estate Lease designated Supplement, Lessee shall lease the respective Properties described in such Lease Supplement from Lessor, and any existing tenant respecting such Property shall automatically be deemed to be subleased pursuant to Section 2.1.6(b), the relevant Seller, as sublandlord, a subtenant of Lessee and the Purchaser or not a Designated Purchaser, as subtenant, will enter into 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 tenant of the Closing Date, with respect to the portion of the applicable property to be used by the Purchaser or a Designated Purchaser for the Acquired BusinessLessor. (b) The Sellers and Lessee may, without the Purchaser will cooperate consent of Lessor, sublet not more than twenty percent (20%) of the square footage of the Improvements on any specific Property to determine how to segregate and demise sublessees who use the subleased premises, including the size and configuration of space to be subleased to the Purchaser or a Designated Purchaser (which shall be based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior to the 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 that sublet portion of the premises Improvements only for educational purposes, job training, food and commissary services or maintenance purposes; provided that in any event, Lessee shall remain fully liable for all obligations (including without limitation all Rent and other obligations with respect to such subleased Properties and any other Properties) under this Lease, each Lease Supplement and the other Operative Agreements. Any such sublease of any Property shall be on commercially reasonable terms and at market rates, and such Property shall continue to be subject to used for the related Sublease purposes set forth in 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 premises not to Agent, which consent may be subject to the related Sublease and which shall not, in any instance, take into account any plans of the Purchaser to relocate employees included given or withheld in the aforementioned employee headcount to other locations) 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 sole discretion of each 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, the Sellers will not engage in any segregation and demising activities to be undertaken (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 premisesparty. (c) The relevant Sellers No such sublease or other relinquishment of possession to any Property shall providein 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 cause a third party services provider portion thereof, so sublet. (eachd) Any sublease of any Property or portion thereof shall be subject, including 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. 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 its subcontractors, a “Service Provider”) to provide, with respect to any space subject to a such sublease, Lessee shall deliver a copy thereof to the Purchaser or its Affiliate services which are substantially Lessor and the same in scope as the services which have been normally and customarily provided to the applicable space prior to Closing. In the consideration of the provision of such services by the respective Seller or Service Provider, the Purchaser shall pay to the Sellers a monthly fee at each Site (as described in a schedule to the relevant sublease)Agent.

Subleases. (a) For each Subleased Real Estate Lease designated If Tenant desires to be subleased pursuant to Section 2.1.6(b), the relevant Seller, as sublandlord, and the Purchaser sublet all or a Designated Purchaserportion of the Leased Premises, as subtenant, will enter into a sublease in Landlord shall have the form attached hereto as Exhibit K (each such sublease a “Sublease”) at Closing with a term to expire, on the one option (1) year anniversary 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 Closing Datesublease without interest or (2) provided that such refusal is not commercially unreasonable, with respect to refuse to consent to the proposed subletting. The consent of Landlord to a proposed subletting may not be unreasonably withheld, conditioned or delayed, provided should Landlord withhold its consent for any of the 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 Leased Premises would be unlawful or would violate any exclusive rights given to another tenant in the Project ; or, (ii) The proposed sublessee’s use and/or occupancy of the Leased Premises would impose a burden on the Common Areas or utilities serving the Project which is greater than Tenant’s and is unreasonable; or, (iii) The proposed sublessee’s use and/or occupancy of the Leased Premises would require a material variation in the terms of the Lease including, but not limited to the Permitted Use (except that a subletting to another office, research lab use is not deemed to be a material variation of the terms of the Lease); or, (iv) Landlord has evicted or been involved in litigation or had other past bad experience with the proposed sublessee and so advises Tenant in writing. Notwithstanding the foregoing, Landlord hereby consents to the sublease of a certain portion of the applicable property Leased Premises to be used by the Purchaser or Microbiome Health Research Institute Inc., a Designated Purchaser for the Acquired Business. Massachusetts nonprofit corporation (b) The Sellers and the Purchaser will cooperate to determine how to segregate and demise the subleased premises, including the size and configuration of space to be subleased to the Purchaser or a Designated Purchaser (which shall be based upon the employee headcount reasonably agreed between the Purchaser and the Sellers on or prior to the 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 that portion of the premises to be subject to the related Sublease and the premises not to be subject to the related Sublease and which shall not, in any instance, take into account any plans of the Purchaser to relocate employees included in the aforementioned employee headcount to other locations) and provide relevant information (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 the Purchaser and that the Purchaser’s plans and specifications therefor will be subject to the Sellers’ reasonable approval“Microbiome”). Prior to Closing, the Sellers will not engage in any segregation and demising activities to be undertaken (x) in order to maintain the marketability grant of the applicable premises prior sublease to Closing or (y) in order to move any Owned Equipment from Microbiome, Tenant shall provide Landlord with a copy of 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, sublease agreement for Landlord’s review and reasonable consent to the Purchaser or its Affiliate services which are substantially the same in scope as the services which have been normally and customarily provided to the applicable space prior to Closing. In the consideration of the provision of such services by the respective Seller or Service Provider, the Purchaser shall pay to the Sellers a monthly fee at each Site (as described in a schedule to the relevant sublease)same.