Common use of Subleases Clause in Contracts

Subleases. Sublessee may not enter into any sublease of the land area --------- of the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval shall be made at least thirty (30) days prior to the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease if (1) the use of the Subleased Premises associated with any sublease(s) is permitted under Article 9, (2) the sublease(s) are consistent with the terms and conditions of this Sublease; provided, however, that Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this Sublease, and (4) the proposed sublessee is financially and operationally responsible. In the event the rent for the land area of the Subleased Premises exceeds the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%) of such excess to Sublessor upon receipt by Sublessee; provided, however, that any rental received by Sublessee during a period in which no rental is due to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from Sublessee.

Subleases. Sublessee may not enter into any sublease of the land area --------- of the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval shall be made at least thirty (30) days prior to the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease if if. (1) the use of the Subleased Premises associated associated-with any sublease(ssubleases) is permitted under Article 9, (2) the sublease(ssubleases) are consistent with the terms and conditions of this Sublease; provided, however, that Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this Sublease, and (4) )' the proposed sublessee is financially and operationally responsible. In the event the rent for the land area of the Subleased Premises exceeds the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%) of such excess to Sublessor 5ublessor upon receipt by Sublessee; provided, however, that any rental received by Sublessee during a period in which no rental is due to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more xxxx buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(sbuildings) they are subleasing from Sublessee.

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

Subleases. Sublessee may not Without the consent or approval of Purchaser, Seller will be entitled to enter into any sublease Subleases of all or part of the land area --------- premises under each Master Lease so long as each such Sublease complies with the leasing parameters set forth Schedule II attached hereto (the “Sublease Parameters”). Purchaser agrees to enter into a non-disturbance and attornment agreement, in the form to be attached as an exhibit to each Master Lease, for each such Sublease promptly upon request of Seller; provided, however, Purchaser has no obligation to execute or deliver same unless such agreement provides that Purchaser has no obligation thereunder unless and until the Earn Out Conditions with respect thereto Exhibit “H”- 3 have been satisfied. When a Sublease has satisfied the Earn Out Conditions, then the Sublease must be assigned by Seller to Purchaser, the premises of such Sublease will be automatically removed from the premises of the Subleased Premises without Sublessor's prior written approvalapplicable Sublease, and Seller will be released from liability under such Sublease. Any request for Sublessor's approval shall Seller will be made entitled to all rent and triple net expenses under a Sublease until it has been assigned to Purchaser. Once a Sublease is assigned to Purchaser, then Purchaser will be entitled to all rent and triple next expenses under such Sublease as a direct lease with Purchaser. The foregoing notwithstanding, Seller may enter into a Sublease that does not meet the Creditworthiness Standards (as defined in the Sublease Parameters) so long as it meets all of the other Sublease Parameters provided, however, that (a) any such Sublease will not be assigned to Purchaser and removed from the premises of such Master Lease unless and until Purchaser receives verification, reasonably satisfactory to Purchaser, that (i) a period of at least two years has expired since the later of the date (A) the rent commencement date for such Sublease has occurred (i.e., the date all free rent periods have expired) and (B) all other Earn Out Conditions for such Sublease have been satisfied, and (ii) the subtenant under any such Sublease is not in default under such Sublease at the time of assignment and has not at any time following the commencement date of the Sublease failed to pay any rent or other sums payable under the Sublease within thirty (30) days prior to the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition of the proposed sublessee and date same was due – it being understood that Seller has no right, directly or indirectly, to provide any payment, subsidy, default waiver or other assistance to any such subtenant so as to insure the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease if (1) the use of the Subleased Premises associated with any sublease(s) is permitted under Article 9, (2) the sublease(s) are consistent with the terms and conditions satisfaction of this Sublease; provided, however, that Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this Subleasecondition, and (4b) no such Sublease may be executed by Seller in the proposed sublessee is financially and operationally responsible. In the event the rent for the land area last two years of the Subleased Premises exceeds the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%) of such excess to Sublessor upon receipt by Sublessee; provided, however, that any rental received by Sublessee during a period in which no rental is due to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all term of the land area applicable Master Lease. Otherwise, any deviation of a Sublease from the Subleased Premises Sublease Parameters must be approved in connection with their use and enjoyment of the building(s) they are subleasing from Sublesseeadvance by Purchaser.

Subleases. Except as provided in 21.1 above, Sublessee may shall not ----- enter into any sublease of the land area --------- of the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval shall be made at least thirty (30) 21 days prior to the commencement of such tenancy tenancy, and shall provide reasonably detailed information concerning the identity and financial condition of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease if (1) the use of the Subleased Premises associated with any sublease(s) is a permitted use under Article 9, this lease; (2) the sublease(s) are sublease is consistent with the terms and conditions of this Sublease; provided, however, that Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this Sublease. 38 <PAGE> If Sublessor shall fail to respond to the Sublessee's request within 15 days after receipt of the request, and (4) the proposed sublessee is financially and operationally responsiblesuch request shall be deemed approved. In the event that the rent for the land area of Subleases Premises shall exceed the Subleased Premises exceeds the rental per square foot rent charged to the Sublessee under Article 4this lease, Sublessee shall remit fifty percent (50%) % of such the excess to Sublessor upon receipt by Sublessee; provided. In calculating any excess rent payable by Sublessee to Sublessor pursuant to this provision, howeverSublessee shall first be entitled to deduct all out of pocket direct expenses incurred by the sublessee, including but not limited to brokerage and legal fees, tenant allowances and tenant improvements. Excepting leases to affiliates and subsidiaries, in no event shall the rent charged by the Sublessee be less than the 75% of the Market Rent as defined in this Sublease. Sublessee shall not employ a broker to market the Subleased Premises or any portion thereof other than Sublessor's agent The Xxxx Company, Inc. (or its successor). This provision shall not apply in the event that 85% of the ownership interest in the Sublessor shall change, in which event the Sublessor shall so notify the Sublessee. The foregoing shall not be construed to prevent Sublessee from procuring subtenants by itself or through non-broker representatives. Sublessor shall cause The Xxxx Company, Inc. to use its best efforts to market the Subleased Premises if called upon under this subparagraph. 21.3 Restrictions on Sublessor's Leasing Activity. -------------------------------------------- (a) Sublessor agrees that it will not execute any lease, sublease or other agreement for occupancy of all or any portion of the premises demised under the Primary Sublease (the "Primary Premises") prior to January 15, 2001 without the prior written consent of Sublessee, which consent may be withheld in Xxxxxxxxx's sole and absolute discretion. (b) Sublessor and Sublessee agree that Sublessee shall have the option and right to sublease additional portions of the Building by providing one or more written notices to Sublessor designating the portion of the Building which Sublessee desires to sublease (the "Expansion Space"), provided however that any rental received such notices shall be given prior to January 15, 2001 ("Option Notices"). In the event that Sublessee timely delivers an Option Notice, Sublessor and Sublessee shall promptly execute an amendment to this Sublease with the terms and conditions described in paragraph (d) below. (c) During the period from January 15, 2001 through January 15, 2003 (the "First Offer Period"), Sublessor shall not lease, sublease or otherwise permit occupancy of all or any portion of the Primary Premises except in accordance with this paragraph (c). If, during the First Offer Period, Sublessor desires to sublease all or any portion of the Primary Premises, Sublessor shall first offer to sublease such portion to Sublessee by giving Sublessee during a period written notice identifying the space which Sublessor desires to sublease (the "Offer Space"). Sublessee shall then have the right, within fifteen (15) days after receiving Sublessor's notice, to exercise its right to sublease such space by providing written notice to 39 <PAGE> Sublessor. If Sublessee so exercises said right, then Sublessor and Sublessee shall promptly execute an amendment to this Sublease with the terms and conditions described in which no rental is due to paragraph (d) below. If Sublessee does not timely exercise said right, then Sublessor shall be free for a period of one hundred eighty (180) days thereafter to sublease the Offer Space to a third party or parties on such terms as Sublessor deems appropriate. In the event Sublessor has not executed a sublease with a third party within such one hundred eighty (180) day period, Sublessee's right of first offer described in this paragraph (c) shall again apply to the Offer Space. (d) In the event Sublessee shall exercise its option rights under paragraph (b) or paragraph (c) above: (1) The per square foot rental rate shall be the same per square foot charge paid in its entirety by the Sublessee under Article 4.1 of this Sublease plus any other additional charges payable by the Sublessee under this Lease. (2) The Sublessor shall provide the Sublessee an allowance of $27.00 per square foot for Leasehold Improvement Work. (3) Other terms and conditions of the amendment to Sublessor. Sublessor acknowledges and agrees the Sublease shall be as negotiated between the parties provided however that the preceding sentence following shall apply. (I) Sublessor shall promptly prepare plans and specifications for the work necessary to build out the interior of the Expansion Space or the Offer Space, as the case may be (the "Expansion Improvement Work"), which plans shall be subject to Sublessee's approval, not to be unreasonably withheld. (II) After the plans and specifications for the Expansion Improvement Work have been approved by Sublessee, Sublessor shall prepare a list of all permits, approvals, consents and licenses (collectively, the "Expansion Approvals") required for construction of the Expansion Improvement Work, and shall represent and warrant that the list of Expansion Approvals is complete and accurate. Thereafter, Sublessor and Sublessee shall promptly and in good faith agree upon a schedule for the construction of the Expansion Improvement Work (the "Expansion Schedule"), which schedule shall be substantially in the form of Exhibit 8 , provided however that a reasonable allowance shall be made for (i) any delay between the date of this Sublease and the date Sublessee approves the plans and specifications for the Expansion Improvement Work and (ii) any difference in scope or nature between the Leasehold Improvement Work and the Expansion Improvement Work. (III) The provisions of Sections 2.3 through 2.7 shall apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all construction of the land area Expansion Improvement Work, provided that (A) all references in such sections to the "Work" "Base Building Work" or "Leasehold Improvement Work" shall be deemed to refer to the "Expansion Improvement 40 <PAGE> Work"; and (B) all references in such sections to the "Term Commencement Date" shall be deemed to refer to the "Expansion Date" (as hereafter defined). (IV) Effective as of the Subleased Premises in connection with their use and enjoyment date ("The Expansion Date") which is the later of the building(sTerm Commencement Date or the date on which the Expansion Improvement Work is Substantially Complete, the Premises shall be amended to include the Expansion Space or the Offer Space, as the case may be, and the Base Rent and Sublessee's Proportionate Share shall be amended proportionately. (e) they are subleasing from Sublessee.From and after January 15, 2003 through the remainder of the Term of this Sublease (as the same may be extended) (the "Second Option Period"), Tenant shall have a continuing right of first offer as follows: (f)

Subleases. So long as no Event of Default shall have occurred and be continuing, any Lessee may sublease one or more Vehicles (i) to a wholly-owned Subsidiary of such Lessee or to another Lessee without the prior written consent of Lessors or Agent and (ii) to any other corporation organized under the laws of the United States or any State thereof with the prior written consent of each of the Lessors, which consent shall not be unreasonably withheld; provided, that any Sublease entered into pursuant to this Section 5.2 shall satisfy each of the following conditions: such Sublease shall automatically expire upon the termination of the Lease Supplement governing the Vehicle subleased under such Sublease and shall be expressly subordinate and subject to this Lease and the Liens created hereunder, and to the applicable Lease Supplement; such Sublease shall be in writing and shall expressly prohibit any further assignment, sublease or transfer; such Sublease shall not contain a purchase option in favor of the Sublessee or any other provision pursuant to which the Sublessee may not enter into obtain record or beneficial title to the Vehicle leased thereunder from the Lessee of such Vehicle; such Sublease shall prohibit the Sublessee from making any sublease alterations or modifications to the Vehicle that would violate this Lease; such Sublease shall require the Sublessee to maintain the Vehicle in accordance with Section 5.3; all of the land area --------- applicable Lessee's rights, title and interest in, to and under such Sublease shall be pledged by such Lessee to Agent, for the benefit of the Subleased Premises Lessors, as collateral for such Lessee's obligations under the Operative Agreements, by delivery of an executed original counterpart upon the execution and delivery thereof, marked as the sole original execution counterpart for Uniform Commercial Code purposes, to the Agent, and each Lessee shall, at its own cost and expense, do any further act and execute, acknowledge, deliver, file, register and record any further documents which the Agent or Lessors may reasonably request in order to create, perfect, preserve and protect Agent's and Lessors' security interest in such Sublease; no Lessee shall, without SublessorAgent's prior written approval. Any request for Sublessor's approval consent, permit or consent to any renewal or extension of a Sublease at any time when an Event of Default has occurred and is continuing; and Lessees' Representative shall be made at least thirty (30) notify Agent and each Lessor in writing not less than 30 days prior to entering into any Sublease, which notice shall include (i) a description of the commencement Vehicle or Vehicles to be leased thereunder, and (ii) the street address, city, county and State where such Vehicle or Vehicles will be located during the term of such tenancy and shall provide detailed information concerning the identity and financial condition of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease if (1) the use of the Subleased Premises associated with any sublease(s) is permitted under Article 9, (2) the sublease(s) are consistent with the terms and conditions of this Sublease; provided, however, that Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this Sublease, and (4Lessees' Representative shall provide copies of each Sublease to Agent upon request, provided that if such Sublease will require that the Vehicle be titled or registered in a different jurisdiction, then the applicable Lessee must comply with Section 6.1(f) the proposed sublessee is financially and operationally responsible. In the event the rent for the land area of the Subleased Premises exceeds the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%) of such excess to Sublessor upon receipt by Sublessee; provided, however, that any rental received by Sublessee during a period in which no rental is due to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises Participation Agreement in connection with their use such titling and enjoyment registration. The liability of each Lessee with respect to this Lease, the Lease Supplements and each of the building(s) they are subleasing from Sublesseeother Operative Agreements shall not be altered or affected in any way by the existence of any Sublease.

Subleases. Sublessee may Notwithstanding anything contained in any Ground Lease to the contrary, Borrower shall not enter into further sublet any sublease portion of the land area --------- related Individual Property (other than as permitted pursuant to Section 5.1.17 hereof) without prior written consent of Lender. Each sublease hereafter made shall provide that, (a) in the event of the Subleased Premises without Sublessor's prior written approval. Any request termination of the Ground Lease, the sublease shall not terminate or be terminable by the lessee thereunder; (b) in the event of any action for Sublessor's approval shall be made at least thirty (30) days prior the foreclosure of the Security Instrument with respect to the commencement of such tenancy and 91 related Individual Property, the sublease shall provide detailed information concerning not terminate or be terminable by the identity and financial condition lessee thereunder by reason of the proposed sublessee and the terms and conditions termination of the proposed sublease. Sublessor Ground Lease unless such lessee is specifically named and joined in any such action and unless a judgment is obtained therein against such lessee; and (c) in the event that the Ground Lease is terminated as aforesaid, the lessee under the sublease shall not unreasonably withhold attorn to the lessor under the Ground Lease or delay its consent to such sublease if (1) the use purchaser at the sale of the Subleased Premises associated with any sublease(s) is permitted under Article 9related Individual Property on such foreclosure, (2) as the sublease(s) are consistent with the terms and conditions of this Sublease; provided, however, that Sublessee case may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this Sublease, and (4) the proposed sublessee is financially and operationally responsiblebe. In the event that any portion of such Individual Property shall be sublet pursuant to the rent terms of this subsection, such sublease shall be deemed to be included in the Individual Property. Any sublease submitted to Lender for approval shall be deemed approved if (i) Borrower delivers to Lender a written request for such approval marked in bold lettering with the land area following language: “LENDER’S RESPONSE IS REQUIRED WITHIN FIFTEEN (15) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER. FAILURE TO RESPOND SHALL BE DEEMED AN APPROVAL” and the envelope containing the request is marked “PRIORITY”; and (ii) Lender shall have failed to notify Borrower of its approval or disapproval within such fifteen (15) Business Days following Lender’s receipt of Borrower’s written request together with such proposed sublease and any and all other information and documentation relating thereto reasonably required by Lender to reach a decision. In no event shall Lender be deemed to have approved any sublease having a material adverse effect on Borrower’s costs or obligations. Upon Borrower’s request, Lender shall deliver a Borrower a reasonably detailed description of the Subleased Premises exceeds the rental charged to Sublessee reasons for any disapprovals under Article 4, Sublessee shall remit fifty percent (50%) of such excess to Sublessor upon receipt by Sublessee; provided, however, that any rental received by Sublessee during a period in which no rental is due to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from Sublesseethis Section 5.1.24(b).

Subleases. Sublessee (a) Except as otherwise provided herein, Tenant shall not have the right to sublease (which term, as used herein, shall include any type of subrental arrangement and any type of license to occupy) all or any part of the Premises without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Without limiting the other instances in which it may not enter into be unreasonable for Landlord to withhold its consent to a sublease, it shall not be unreasonable for Landlord to withhold its consent in any sublease one of the land area --------- following instances: (i) Tenant is in an Event of Default under this Lease; (ii) in the case of subletting of less than the entire Premises, if the subletting would require access be provided through space leased or held for lease to another tenant, or improvements be made outside of the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval shall be made at least thirty Premises; (30iii) days prior to the commencement of such tenancy and shall provide detailed information concerning sublease is prohibited by Landlord’s lender; (iv) Landlord determines, in its reasonable discretion, that the identity and financial condition character, reputation or business of the proposed sublessee subtenant would adversely affect the other tenants of the Building or would impair the reputation of the Building as a Class A office and retail building; (v) [intentionally omitted]; (vi) the terms and conditions financial history or credit rating of the proposed sublease. Sublessor shall not unreasonably withhold or delay subtenant is unacceptable to Landlord in its consent to such reasonable discretion; (vii) the proposed sublease if raises unrelated business taxable income concerns for the holder of the mortgage on the Building; (1viii) the use of the Subleased Premises associated with by the proposed subtenant will violate any sublease(s) is permitted under Article 9provisions or restrictions contained in this Lease, including but not limited to, any relating to the use or occupancy of the Premises; or (2ix) the sublease(sbusiness to be conducted or the proposed use of the Premises by the proposed subtenant is likely to unreasonably increase Operating Expenses beyond that which Landlord incurs prior to such proposed subletting (or would have incurred if Tenant was fully utilizing the Premises) are consistent with unless Xxxxxx is willing to reimburse Landlord for such costs directly, or is likely to increase the terms and conditions of this Sublease; provided, however, that Sublessee may rent burden on Building systems or equipment over the subleased area at rentals deemed appropriate by Sublessee, burden prior to such proposed subletting (3or the burden they would have incurred if Tenant was fully utilizing the Premises) Sublessee remains primarily liable to Sublessor unless Xxxxxx agrees to pay rent and to perform all other obligations to be performed the costs of such increased burden on Building systems or equipment. Any attempted subletting by Sublessee Tenant of any portion of the Premises without Landlord’s prior written consent shall constitute a default under this SubleaseLease. Furthermore, and (4) the proposed sublessee is financially and operationally responsible. In the event the rent for the land area of the Subleased Premises exceeds the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%) of such excess to Sublessor upon receipt by Sublessee; provided, however, that any rental received by Sublessee during a period in which no rental is due to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence Tenant shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some sublease all or all any portion of the land area Premises without first complying with the provisions of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from SublesseeSection 7.3 below.

Subleases. Sublessee may not As sublandlord, Tenant has entered into twenty-six (26) subleases (the “Subleases”) with respect to the Building. A complete and accurate list of such subleases is attached hereto and incorporated herein as Exhibit “A”. As a condition precedent to the effectiveness of this Amendment, Landlord and Tenant shall enter into any an assignment and assumption of each such sublease substantially in the form of Exhibit “B” attached hereto and incorporated herein by this reference. In addition, prior to the Reduction Commencement Date, Tenant shall obtain from each sublessee, an estoppel agreement in the form of Exhibit “C”, attached hereto and incorporated herein by this reference. On or before May 31, 2010, Tenant shall transfer the security deposits of all subtenants currently being held by Tenant, to Landlord. As of the land area --------- Reduction Commencement Date, Tenant is holding $124,405.35 in subtenant security deposits. Tenant represents and warrants that as of the Subleased Premises without Sublessor's Reduction Commencement Date, the security deposits of the subtenants in the possession of Tenant equals $124,405.35. The following provisions shall apply to receivables which, as of the Reduction Commencement Date, have been billed and are owed to Tenant by subtenants still occupying their premises as of the Reduction Commencement Date under any of the subleases (the “Receivables”). Tenant shall deliver to Landlord prior written approvalto the Reduction Commencement Date, a schedule which identifies the Receivables. Any request On the Reduction Commencement Date, Tenant shall be entitled to receive a credit from Landlord in the total amount of the Receivables listed on the attached Exhibit “G”. Subsequent to the Reduction Commencement Date, Landlord shall have all right, title and interest in and to the Receivables with respect to which Tenant has received a credit. Tenant shall indemnify and hold Landlord harmless from and against any losses incurred by Landlord due to its failure to collect payment of any portion of the aforesaid Receivables relating to the period of time prior to the Reduction Commencement Date as a result of: (a) the insolvency of any subtenant; or (b) the exercise by any subtenant of a legally valid defense to the payment thereof. To the extent that operating expenses, including taxes, are chargeable to subtenants under the subleases, Landlord and Tenant shall make a preliminary good faith effort to determine the amount owing from and prepaid by subtenants for Sublessor's approval such operating expenses based upon the proration of such expenses and receipts to the Reduction Commencement Date, and a cash adjustment shall be made at least no later than April 30, 2010 based upon such calculation. Promptly after reconciliation of the operating expenses for the calendar year 2010 and receipt from or payment to subtenants to reconcile the charges to and from subtenants, Landlord and Tenant shall make a final reconciliation of such amounts as may be due each based upon the Rent Reduction Date and actual expenses and collections. Any amount owed to Landlord shall be paid as additional rent and any amount owed Tenant shall be paid in the form of a rent credit on the next rent due and owing. Landlord acknowledges that Tenant is providing certain long distance and phone services to some of the subtenants. Tenant agrees to continue to provide such services until the earlier of (a) Landlord’s written notice to cease providing the services, or (b) December 31, 2010. During the period in which Tenant is providing the services, Landlord agrees to forward to Tenant, any amount collected from the subtenants for such services to reimburse Tenant for the actual costs of the services provided. Tenant shall have the right, upon thirty (30) days prior written notice to the commencement of such tenancy and shall provide detailed information concerning subtenants, with a copy to the identity and financial condition Landlord, to terminate any of the proposed sublessee and services provided by Tenant to subtenants under the terms and conditions of any sublease or other agreement. Tenant shall also have the proposed subleaseright to pursue collection of any past due charges directly from the subtenants. Sublessor shall not unreasonably withhold or delay its consent Landlord agrees to such sublease if (1) use commercially reasonable efforts to collect the use of the Subleased Premises associated with any sublease(s) is permitted under Article 9, (2) the sublease(s) are consistent with the terms and conditions of this Sublease; provided, however, that Sublessee may rent the subleased area at rentals deemed appropriate past due utility charges owed by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this Sublease, and (4) the proposed sublessee is financially and operationally responsiblePointServe. In the event Landlord can collect any amount owed by PointServe, then Landlord agrees to pay to Tenant, the rent for amount collected less any reasonable and actual out of pocket costs incurred therewith. In no event shall Landlord be required to commence litigation to collect the land area of the Subleased Premises exceeds the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%) of such excess to Sublessor upon receipt by Sublessee; provided, however, that any rental received by Sublessee during a period in which no rental is past due to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from Sublesseeutility costs.

Subleases. Sublessee may Any sublease of all or any portion of the Premises shall be subject to the following: (i) each such sublease shall expressly be made subject to the provisions hereof, (ii) the term of any subletting shall not enter into extend beyond the Term of this Lease, (iii) no sublease shall affect or reduce any obligation of the Tenant or right of the Landlord hereunder, and (iv) all obligations of the Tenant hereunder shall continue in full force and effect as the obligations of a principal and not of a guarantor or surety, as though no subletting had been made. Tenant shall, within 10 days after the execution of any sublease, deliver a conformed copy thereof to Landlord. For and with respect to a sublease of the land area --------- entire Premises executed with a bona fide unrelated subtenant on an arms length basis and on rental and other terms consistent with then market conditions, Landlord shall execute a non-disturbance agreement providing that Landlord, for itself, its successors and assigns, subject to the observance and performance by the subtenant under such sublease of all of the Subleased Premises without Sublessor's prior written approvalterms, covenants and conditions thereunder, will covenant not to disturb the quiet and peaceful enjoyment of such subtenant in the event of a cancellation or termination of this Lease. Any request Furthermore, Landlord shall not be liable in any way to subtenant for Sublessor's approval any act or omission, neglect or default on the part of Tenant, as sublandlord under the sublease, or be responsible for any moneys owing by or on deposit with Tenant to the credit of subtenant, and subtenant shall not have the right to setoff or assert against Landlord any such claim or any damages arising therefrom. Such non-disturbance obligation of Landlord shall be made at least thirty (30) days prior contingent upon the payment of Monthly Rent by the subtenant in an amount equal to the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition greater of the proposed sublessee and the terms and conditions of the proposed Monthly Rent payable under this Lease or said sublease. Sublessor shall not unreasonably withhold or delay its consent Landlord agrees to such sublease if (1) the use of the Subleased Premises associated with any sublease(s) is permitted under Article 9enter into a commercially reasonable, (2) the sublease(s) are consistent with recordable non-disturbance and recognition agreement setting forth the terms and conditions of this Sublease; provided, however, that Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this Sublease, and (4) the proposed sublessee is financially and operationally responsible. In the event the rent for the land area of the Subleased Premises exceeds the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%) of such excess to Sublessor upon receipt by Sublessee; provided, however, that any rental received by Sublessee during a period in which no rental is due to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from SublesseeSection 16.6.

Subleases. Sublessee may not enter into any sublease of the land area --------- of the Subleased Premises without Sublessor's ’s prior written approval. Any request for Sublessor's ’s approval shall be made at least thirty forty-five (3045) days prior to the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease if if: (1) the use of the Subleased Premises associated with any sublease(s) is permitted under Article 98, (2) the sublease(s) are consistent with the terms and conditions of this Sublease and the Primary Sublease; provided, however, that Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this Sublease, and (4) the proposed sublessee is financially and operationally responsibleresponsible and (5) PDA has given its approval to the proposed sublease. [In the event the rent for the land area of the Subleased Premises exceeds the rental charged to Sublessee under Article 4, Sublessee shall remit fifty sixty percent (5060%) of such excess to Sublessor upon receipt by Sublessee; provided, however, that any rental received by Sublessee during a period in which no rental is due to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use by PC Connection Sales Corporation is contemplated by this Sublease and enjoyment of the building(s) they are subleasing from Sublesseedoes not constitute a sublease under this Section.

Subleases. Sublessee may not enter into any sublease Notwithstanding anything to the contrary in this Lease, Tenant shall have the right to sublet or license portions of the land area --------- Buildings, Individual Properties and the Premises at any time and from time to time in the ordinary course of Tenant’s business for occupancy of the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval shall be made at least thirty (30) days prior to space in question by the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition of the proposed sublessee and the Subtenant on market terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold pursuant to a space lease or delay ground lease containing provisions deemed desirable by Tenant in its consent to such sublease if sole but reasonable discretion exercising Tenant’s prudent business judgment (1) the use of the Subleased Premises associated with and in any sublease(s) is permitted under Article 9, (2) the sublease(s) are case consistent with Class A institutionally owned and managed properties in the terms and conditions market), in each case without the prior consent of this Sublease; Landlord, provided, however, any Sublease which extends (or includes renewal options or other rights that Sublessee may rent affect any part of an Individual Property) beyond the subleased area at rentals deemed appropriate by Sublesseedate which is five (5) years after the Expiration Date of this Lease (which for avoidance of doubt is the date set forth in Section 1.1 of this Lease) shall require Landlord’s prior consent, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations not to be performed unreasonably withheld, conditioned or delayed (and which consent shall be deemed given if Landlord fails to provide reasonable objections to such Sublease within five (5) Business Days after written request for consent). Landlord agrees that upon a termination of this Lease, each such Sublease permitted by Sublessee under this Sublease, Section 23.4 shall continue in full force and effect as a direct lease between Landlord and such Subtenant. A Sublease of all or substantially all of a Building on a Premises (4) the proposed other than as a result of an expansion by any sublessee is financially and operationally responsible. In the event the rent for the land area of space as of the Subleased Premises exceeds the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%date of this Lease) of such excess to Sublessor upon receipt by Sublessee; provided, however, that any rental received by Sublessee during a period in which no rental is due to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one for all or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or substantially all of the land area remaining Term other than for actual occupancy of the Subleased Premises in connection with their use applicable Individual Property by the Subtenant thereunder shall be deemed a Transfer by Tenant of this Lease, and enjoyment as such shall be subject to all of the building(s) they applicable provisions of this Article 23. For the avoidance of doubt, Landlord agrees that all of the Subleases at the Property Portfolio in effect as of the date hereof, as reflected on the rent roll certified by Tenant and delivered to Landlord as of the closing date of Landlord acquisition of the Premises, are subleasing from Sublesseepermitted hereunder and that Landlord’s rights as ground lessor are expressly subject thereto.

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

Subleases. Except as provided in 21.1 above, Sublessee may shall not ----- enter into any sublease of the land area --------- of the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval shall be made at least thirty (30) 21 days prior to the commencement of such tenancy tenancy, and shall provide reasonably detailed information concerning the identity and financial condition of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease if (1) the use of the Subleased Premises associated with any sublease(s) is a permitted use under Article 9, this lease; (2) the sublease(s) are sublease is consistent with the terms and conditions of this Sublease; provided, however, that Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this Sublease. If Sublessor shall fail to respond to the Sublessee's request within 15 days after receipt of the request, and (4) the proposed sublessee is financially and operationally responsiblesuch request shall be deemed approved. In the event that the rent for the land area of Subleases Premises shall exceed the Subleased Premises exceeds the rental per square foot rent charged to the Sublessee under Article 4this lease, Sublessee shall remit fifty percent (50%) % of such the excess to Sublessor upon receipt by Sublessee; provided, however, that . In calculating any rental received excess rent payable by Sublessee during a period in which no rental is due to Sublessor pursuant to this provision, Sublessee shall first be paid entitled to deduct all out of pocket direct expenses incurred by the sublessee, including but not limited to brokerage and legal fees, tenant allowances and tenant improvements. Excepting leases to affiliates and subsidiaries, in no event shall the rent charged by the Sublessee be less than the 75% of the Market Rent as defined in this Sublease. Sublessee shall not employ a broker to market the Subleased Premises or any portion thereof other than Sublessor's agent The Xxxx Company, Inc. (or its entirety to Sublessorsuccessor). Sublessor acknowledges and agrees that the preceding sentence This provision shall not apply in the event that 85% of the ownership interest in the Sublessor shall change, in which event the Sublessor shall so notify the Sublessee. The foregoing shall not be construed to subleases pursuant to which prevent Sublessee is leasing one from procuring subtenants by itself or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right through non-broker representatives. Sublessor shall cause The Xxxx Company, Inc. to use some or all of the land area of its best efforts to market the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from Sublesseeif called upon under this subparagraph.

Subleases. Sublessee may not enter into any sublease All Resident Subleases shall be in compliance with the applicable regulations of the land area --------- California Tax Credit Allocation Committee and the applicable requirements of the Subleased Premises without Sublessor's prior written approval. Any request for Sublessor's approval Tax Credit Regulatory Agreement, and shall be made at least thirty subject to the following provisions and restrictions: Each Resident Sublease shall contain a provision, satisfactory to Lessor, requiring the Subtenant to attorn to Lessor upon (30a) days an Event of Default by Lessee under this Lease, and (b) receipt by such Subtenant of written notice of such Event of Default and instructions to make such Subtenant’s rental payments to Lessor. On any termination of this Lease prior to the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition expiration of the proposed sublessee Term, all of Lessee’s interest as sublessor under any and the terms all existing valid and conditions of the proposed sublease. Sublessor enforceable Resident Subleases for which Lessor has issued a non-disturbance agreement shall not unreasonably withhold or delay its consent to such sublease if (1) the use of the Subleased Premises associated with any sublease(s) is permitted under Article 9be deemed automatically assigned, (2) the sublease(s) are consistent with the terms and conditions of this Sublease; provided, however, that Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this Subleasetransferred, and (4) conveyed to Lessor and subtenants under such Resident Subleases shall be deemed to have attorned to Lessor. Lessor shall thereafter be bound on such Resident Subleases to the proposed sublessee is financially same extent Lessee, as sublessor, was bound thereunder and operationally responsible. In Lessor shall have all the event the rent for the land area of the Subleased Premises exceeds the rental charged to Sublessee rights under Article 4such Resident Subleases that Lessee, Sublessee shall remit fifty percent (50%) of as sublessor, had under such excess to Sublessor upon receipt by SublesseeResident Subleases; provided, however, that any rental received by Sublessee during amendments to any such Resident Sublease made after the issuance of a period in which no rental is due non-disturbance agreement to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence a subtenant shall not apply be binding on Lessor. Each Resident Sublease shall expressly provide that it is subject to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or each and all of the land area covenants, conditions, restrictions, and provisions of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from Sublesseethis Lease.

Subleases. 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 forty-five (3045) days prior to the commencement of such tenancy and shall provide detailed information concerning the identity and financial condition of the proposed sublessee and the terms and conditions of the proposed sublease. Sublessor shall not unreasonably withhold or delay its consent to such sublease if if: (1) the use of the Subleased Premises associated with any sublease(s) is permitted under Article 98, (2) the sublease(s) are consistent with the terms and conditions of this Sublease and the Primary Sublease; provided, however, that Sublessee may rent the subleased area at rentals deemed appropriate by Sublessee, (3) Sublessee remains primarily liable to Sublessor to pay rent and to perform all other obligations to be performed by Sublessee under this Sublease, and (4) the proposed sublessee is financially and operationally responsibleresponsible and (5) PDA has given its approval to the proposed sublease. [In the event the rent for the land area of the Subleased Premises exceeds the rental charged to Sublessee under Article 4, Sublessee shall remit fifty percent (50%) of such excess to Sublessor upon receipt by Sublessee; provided, however, that any rental received by Sublessee during a period in which no rental is due to Sublessor shall be paid in its entirety to Sublessor. Sublessor acknowledges and agrees that the preceding sentence shall not apply to subleases pursuant to which Sublessee is leasing one or more buildings (or portions of buildings) to direct tenants of Sublessee notwithstanding the fact that under those subleases the tenants have the right to use some or all of the land area of the Subleased Premises in connection with their use and enjoyment of the building(s) they are subleasing from Sublessee.]