Common use of Subleasing Clause in Contracts

Subleasing. Landlord agrees that it will provide its written consent (the “Sublease Consent”) to a sublease of the Additional Premises by Tenant to sanofi-aventis U.S., Inc. (“Sanofi”) that is substantially consistent with the terms of the letter of intent attached to this Third Amendment as Exhibit B (the “Proposed Sublease”), which Sublease Consent shall be on Landlord’s standard form of Consent to Sublease and include, among other things, the following: (a) That Landlord neither approves nor disapproves the terms, conditions and agreements contained in the sublease, all of which shall be subordinate and subject to: (a) all of the covenants, agreements, terms, provisions and conditions contained in the Lease, (b) superior ground leases, mortgages, deeds of trust, or any other hypothecation or security now existing or hereafter placed upon the real property of which the Additional Premises are a part and to any and all advances secured thereby and to all renewals, modifications, consolidations, replacements and extensions thereof, and (c) all matters of record affecting the Additional Premises and all laws, ordinances and regulations now or hereafter affecting the Additional Premises. (b) That nothing contained in the Sublease Consent or in the sublease shall be construed to modify, waive, impair, or affect any of the terms, covenants or conditions contained in the Lease (including Tenant’s obligation to obtain any required consents for any other or future sublettings), or to waive any breach thereof, or any rights or remedies of Landlord under the Lease against any person, firm, association or corporation liable for the performance thereof, or to enlarge or increase Landlord’s obligations or liabilities under the Lease. Tenant and Landlord agree that 100% of the Excess Income (as defined under the Lease) from a sublease of the Additional Premises through December 31, 2011 shall be paid to Landlord, except if Tenant subleases to Sanofi, in which event 100% of the Excess Income from such sublease to Sanofi shall be paid to Landlord through the term of such sublease to Sanofi and any extension thereof. For clarity, if (i) Sanofi occupies the Additional Premises after December 31, 2011, (ii) such occupancy is a result of holding over past the term of the sublease (rather than an extension of the term of the sublease, whether by exercise by Sanofi of its 3-month renewal option as set forth in Exhibit B or by mutual agreement between Sanofi and Tenant to extend the original term for up to 3 months), and (iii) Tenant receives one or more payments from Sanofi in connection with such occupancy after December 31, 2011, then the only portion of such payment or payments that Landlord will be entitled to receive pursuant to the Excess Income provision of the Lease will be that portion that is equal to the Excess Income resulting from the amount of rent that Sanofi would have been required to pay pursuant to the sublease for occupying the Additional Premises as if the term of the sublease had been extended pursuant to its terms or by mutual agreement of Sanofi and Tenant for up to 3 months beyond the expiration of the original term (and not as a result of Sanofi holding over past the term of the sublease). Tenant acknowledges that Landlord’s prior written consent shall be required for any proposed extension of the sublease term other than the one 3-month renewal option set forth in Exhibit B. Landlord and Tenant agree further that, in addition to the other matters set forth in Section 16(A) of the Lease, it shall be reasonable for Landlord to withhold its consent to a sublease if the rental rate under such sublease is less than $49.00 per square foot of the subleased premises for the term of such sublease. Except as provided above with respect to a sublease to Sanofi, Excess Income, if any, for any sublease of the Additional Premises after January 1, 2012 shall be paid to Landlord in accordance with the terms of the Lease.

Subleasing. Landlord agrees that it will provide its written consent (Provided no Default or Event of Default has occurred and is continuing, Lessee may, subject to the “Sublease Consent”) to a sublease of restrictions contained in Section 11.6, enter into Permitted Subleases for the Additional Premises by Tenant to sanofi-aventis U.S., Inc. (“Sanofi”) that is substantially consistent Aircraft with the terms of the letter of intent attached to this Third Amendment as Exhibit B (the “Proposed Sublease”), which Sublease Consent shall be on Landlord’s standard form of Consent to Sublease and include, among other things, the followingPermitted Sublessees provided that: (a) That Landlord neither approves nor disapproves the terms, conditions term of such Permitted Sublease is not for a period exceeding the Lease Term and agreements contained in the sublease, all of which shall be subordinate and subject to: (a) all expressly prohibit sub-subleasing of the covenants, agreements, terms, provisions Aircraft and conditions contained in any Item of Equipment independent of the Lease, (b) superior ground leases, mortgages, deeds of trust, or any other hypothecation or security now existing or hereafter placed upon the real property of which the Additional Premises are a part and to any and all advances secured thereby and to all renewals, modifications, consolidations, replacements and extensions thereof, and (c) all matters of record affecting the Additional Premises and all laws, ordinances and regulations now or hereafter affecting the Additional Premises.Airframe; (b) That nothing contained in the Sublease Consent or in the sublease shall be construed to modify, waive, impair, or affect any rights of the termsPermitted Sublessee under such Permitted Sublease are at all times expressly subject and subordinate to the rights of Lessor hereunder and to the respective interests of Owner, covenants or conditions contained Owner Participant and any Financing Parties and shall contain a provision substantially to the effect of: “Anything in this sublease to the Lease (including Tenantcontrary notwithstanding, the sublessee’s obligation rights hereunder to obtain any required consents for any other or future sublettings)the possession, or to waive any breach thereof, or any rights or remedies of Landlord under the Lease against any person, firm, association or corporation liable for the performance thereof, or to enlarge or increase Landlord’s obligations or liabilities under the Lease. Tenant use and Landlord agree that 100% enjoyment of the Excess Income (as defined under Airframe, and if attached to the Lease) from a sublease of Airframe at the Additional Premises through December 31, 2011 shall be paid to Landlord, except if Tenant subleases to Sanofi, in which event 100% of the Excess Income from such sublease to Sanofi shall be paid to Landlord through the term of such sublease to Sanofi and any extension thereof. For clarity, if (i) Sanofi occupies the Additional Premises after December 31, 2011, (ii) such occupancy is a result of holding over past the term commencement of the sublease (rather than an extension of or if subsequently delivered to sublessee during the term of the sublease, whether by exercise by Sanofi of its 3-month renewal option as set forth in Exhibit B or by mutual agreement between Sanofi and Tenant to extend the original term for up to 3 months), and (iii) Tenant receives one or more payments from Sanofi in connection with such occupancy after December 31, 2011, then the only portion of such payment or payments that Landlord will be entitled to receive pursuant to the Excess Income provision of the Lease will be that portion that is equal to the Excess Income resulting from the amount of rent that Sanofi would have been required to pay pursuant to the sublease for occupying the Additional Premises as if the term of the sublease had been extended pursuant to its terms or by mutual agreement of Sanofi and Tenant for up to 3 months beyond the expiration of the original term (and not as a result of Sanofi holding over past the term of the sublease). Tenant acknowledges that Landlord’s prior written consent shall be required for any proposed extension of the sublease term other than the one 3-month renewal option set forth in Exhibit B. Landlord and Tenant agree further that, in addition to the other matters set forth in Section 16(A) of the Lease, it shall be reasonable for Landlord to withhold its consent to a sublease if the rental rate under such sublease is less than $49.00 per square foot of the subleased premises for the term of such sublease. Except as provided above with respect to a sublease to Sanofi, Excess Income, if any, for any sublease of the Additional Premises after January 1, 2012 shall be paid to Landlord Engines in accordance with the terms hereof shall be subject to the Aircraft Lease Agreement dated as of 17 November 2010 (the ‘Primary Lease’) between Wilmington Trust SP Services (Dublin) Limited, as lessor (the ‘Primary Lessor’), and the sublessor hereunder, in respect of the Aircraft, Airframe and Engines, and the sublessee confirms and agrees that this sublease is in all respects subject and subordinate to the Primary Lease. Upon notice to the sublessee hereunder by the Primary Lessor that an Event of Default (as defined in the Primary Lease) has occurred and is continuing, and that the Primary Lease shall have been cancelled or terminated pursuant to the terms thereof, the Primary Lessor may, at its option, by written notice to the sublessee after the date of such cancellation or termination: (i) require the sublessee to enter into an agreement, in form and substance satisfactory to the Primary Lessor, recognising the Primary Lessor, as the sublessor hereunder and reconfirming all of the obligations of the sublessee hereunder, or (ii) terminate this sublease and require prompt delivery by the sublessee of the Aircraft to the Primary Lessor, in accordance with the return provisions of this sublease. Unless the sublessee shall have received any such written notice from the Primary Lessor requiring attornment or terminating this sublease, the sublessee shall be and remain fully obligated hereunder notwithstanding the continuance of any Event of Default under the Primary Lease or the termination or cancellation thereof pursuant to the terms thereof.”; (c) Lessee causes the Permitted Sublessee under the Permitted Sublease to deliver to and for the benefit of Lessor at or prior to the delivery of the Aircraft under the Permitted Sublease a supplemental power of attorney for deregistration of the Aircraft in the form delivered by Lessee to Lessor at Delivery;

Subleasing. Landlord agrees that it will provide its written consent (Provided no Default or Event of Default has occurred and is continuing, Lessee may, subject to the “Sublease Consent”) to a sublease of restrictions contained in Section 11.6, enter into Permitted Subleases for the Additional Premises by Tenant to sanofi-aventis U.S., Inc. (“Sanofi”) that is substantially consistent Aircraft with the terms of the letter of intent attached to this Third Amendment as Exhibit B (the “Proposed Sublease”), which Sublease Consent shall be on Landlord’s standard form of Consent to Sublease and include, among other things, the followingPermitted Sublessees provided that: (a) That Landlord neither approves nor disapproves the terms, conditions term of such Permitted Sublease is not for a period exceeding the Lease Term and agreements contained in the sublease, all of which shall be subordinate and subject to: (a) all expressly prohibit sub-subleasing of the covenants, agreements, terms, provisions Aircraft and conditions contained in any Item of Equipment independent of the Lease, (b) superior ground leases, mortgages, deeds of trust, or any other hypothecation or security now existing or hereafter placed upon the real property of which the Additional Premises are a part and to any and all advances secured thereby and to all renewals, modifications, consolidations, replacements and extensions thereof, and (c) all matters of record affecting the Additional Premises and all laws, ordinances and regulations now or hereafter affecting the Additional Premises.Airframe; (b) That nothing contained in the Sublease Consent or in the sublease shall be construed to modify, waive, impair, or affect any rights of the termsPermitted Sublessee under such Permitted Sublease are at all times expressly subject and subordinate to the rights of Lessor hereunder and to the respective interests of Owner and any Financing Parties and shall contain a provision substantially to the effect of: “Anything in this sublease to the contrary notwithstanding, covenants or conditions contained in the Lease (including Tenantsublessee’s obligation rights hereunder to obtain any required consents for any other or future sublettings)the possession, or to waive any breach thereof, or any rights or remedies of Landlord under the Lease against any person, firm, association or corporation liable for the performance thereof, or to enlarge or increase Landlord’s obligations or liabilities under the Lease. Tenant use and Landlord agree that 100% enjoyment of the Excess Income (as defined under Airframe, and if attached to the Lease) from a sublease of Airframe at the Additional Premises through December 31, 2011 shall be paid to Landlord, except if Tenant subleases to Sanofi, in which event 100% of the Excess Income from such sublease to Sanofi shall be paid to Landlord through the term of such sublease to Sanofi and any extension thereof. For clarity, if (i) Sanofi occupies the Additional Premises after December 31, 2011, (ii) such occupancy is a result of holding over past the term commencement of the sublease (rather than an extension of or if subsequently delivered to sublessee during the term of the sublease, whether by exercise by Sanofi of its 3-month renewal option as set forth in Exhibit B or by mutual agreement between Sanofi and Tenant to extend the original term for up to 3 months), and (iii) Tenant receives one or more payments from Sanofi in connection with such occupancy after December 31, 2011, then the only portion of such payment or payments that Landlord will be entitled to receive pursuant to the Excess Income provision of the Lease will be that portion that is equal to the Excess Income resulting from the amount of rent that Sanofi would have been required to pay pursuant to the sublease for occupying the Additional Premises as if the term of the sublease had been extended pursuant to its terms or by mutual agreement of Sanofi and Tenant for up to 3 months beyond the expiration of the original term (and not as a result of Sanofi holding over past the term of the sublease). Tenant acknowledges that Landlord’s prior written consent shall be required for any proposed extension of the sublease term other than the one 3-month renewal option set forth in Exhibit B. Landlord and Tenant agree further that, in addition to the other matters set forth in Section 16(A) of the Lease, it shall be reasonable for Landlord to withhold its consent to a sublease if the rental rate under such sublease is less than $49.00 per square foot of the subleased premises for the term of such sublease. Except as provided above with respect to a sublease to Sanofi, Excess Income, if any, for any sublease of the Additional Premises after January 1, 2012 shall be paid to Landlord Engines in accordance with the terms hereof shall be subject to the Aircraft Lease Agreement dated 30 November 2009 (the ‘Primary Lease’) between CIT Aerospace International, as lessor (the ‘Primary Lessor’), and the sublessor hereunder, in respect of the Aircraft, Airframe and Engines, and the sublessee confirms and agrees that this sublease is in all respects subject and subordinate to the Primary Lease. Upon notice to the sublessee hereunder by the Primary Lessor that an Event of Default (as defined in the Primary Lease) has occurred and is continuing, and that the Primary Lease shall have been cancelled or terminated pursuant to the terms thereof, the Primary Lessor may, at its option, by written notice to the sublessee after the date of such cancellation or termination: (i) require the sublessee to enter into an agreement, in form and substance satisfactory to the Primary Lessor, recognising the Primary Lessor, as the sublessor hereunder and reconfirming all of the obligations of the sublessee hereunder or (ii) terminate this sublease and require prompt delivery by the sublessee of the Aircraft to the Primary Lessor, in accordance with the return provisions of this sublease. Unless the sublessee shall have received any such written notice from the Primary Lessor requiring attornment or terminating this sublease, the sublessee shall be and remain fully obligated hereunder notwithstanding the continuance of any Event of Default under the Primary Lease or the termination or cancellation thereof pursuant to the terms thereof.”; (c) Lessee causes the Permitted Sublessee under the Permitted Sublease to deliver to and for the benefit of Lessor at or prior to the delivery of the Aircraft under the Permitted Sublease a supplemental power of attorney for deregistration of the Aircraft in the form delivered by Lessee to Lessor at Delivery; (d) Lessee and such Permitted Sublessee shall not enter into any amendments, modifications, waivers or the like of any provision of the Permitted Sublease without Lessor’s prior written consent and should such consent be granted, Lessee shall deliver to Lessor a copy of any such duly executed agreements between Lessee and such Permitted Sublessee in connection with the same; 37 ARTICLE 15 SUBLEASING AND WET LEASING (e) if necessary, Lessee and Permitted Sublessee shall authorise the filing of and deliver documents appropriate for perfection filings in the State of Registration and such other jurisdictions as Lessor, in good faith, deems reasonable and appropriate, in form and substance satisfactory to Lessor, covering the interests of Lessee and such Permitted Sublessee under such Permitted Sublease, together with any other documents requested by Lessor to protect or perfect the interest of Lessor, Owner and any Financing Parties in the Permitted Sublease in the State of Registration and/or such other jurisdictions; (f) Lessee shall assign each Permitted Sublease and all rights and security deposits and maintenance and other reserves received thereunder to Lessor pursuant to a security assignment of the Permitted Sublease together with a consent and agreement of the Permitted Sublessee, each in form and substance satisfactory to Lessor and, if applicable, Owner and each Financing Party, as security for Lessee’s Obligations, and Lessor shall receive an opinion of Lessee’s counsel regarding the enforceability and perfection of the Permitted Sublease and such assignments for security and the consent and agreement or other assurances reasonably satisfactory to Lessor; (g) the provisions of each Permitted Sublease shall provide for benefits and protections to Lessee, as sublessor, which are (in respect of material terms and in the aggregate) not less advantageous to Lessee, as sublessor, , than the benefits and protections provided to Lessor by the provisions of this Lease; (h) Lessee shall (x) notify Lessor of the terms of each Permitted Sublease (and provide copies of the final drafts thereof) not less than fifteen (15) Business Days prior to the execution of such Permitted Sublease, and (y) furnish the “original” copy of such Permitted Sublease to Lessor as soon as possible after the execution thereof, but in any event prior to the delivery of the Aircraft to such Permitted Sublessee; and (i) Neither Lessee nor Permitted Sublessee shall register the sublease on the International Registry without Lessor’s prior consent, which consent shall not be unreasonably withheld.

Subleasing. Landlord agrees that it will provide its written consent (Per the “Sublease Consent”) to a sublease Master Lease. All applicable terms and conditions of the Additional Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except that the following provisions are not incorporated: the Reference Pages, Sections 2, 3, 39, Addendum Paragraphs 1, 2, and 5, and Exhibit B. Except as excluded in the prior sentence, Sublessee assumes and agrees to perform the lessee’s obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay any rent to Lessor under the Master Lease shall be considered performed by Tenant Sublessee to sanofi-aventis U.S., Inc. (“Sanofi”) the extent rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that is substantially consistent with the terms will violate any of the letter provisions of intent attached the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Third Amendment as Exhibit B (Sublease shall terminate and the “Proposed Sublease”), which Sublease Consent parties shall be on Landlord’s standard form relieved of Consent any further liability or obligation under this Sublease. Notwithstanding the foregoing, Sublessor shall not voluntarily terminate the Master Lease or allow Lessor to Sublease and include, among other things, terminate the following: (a) That Landlord neither approves nor disapproves Master Lease; provided that if the terms, conditions and agreements contained Master Lease gives Sublessor any right to terminate the Master Lease in the sublease, all of which shall be subordinate and subject to: (a) all event of the covenantspartial or total damage, agreements, terms, provisions and conditions contained in the Lease, (b) superior ground leases, mortgages, deeds of trustdestruction, or any other hypothecation condemnation of the Master Premises or security now existing the building or hereafter placed upon the real property project of which the Additional Master Premises are a part and to any and all advances secured thereby and to all renewalspart, modifications, consolidations, replacements and extensions thereof, and (c) all matters of record affecting the Additional Premises and all laws, ordinances and regulations now or hereafter affecting the Additional Premises. (b) That nothing contained in the Sublease Consent or in the sublease shall be construed to modify, waive, impair, or affect any of the terms, covenants or conditions contained in the Lease (including Tenant’s obligation to obtain any required consents for any other or future sublettings), or to waive any breach thereof, or any rights or remedies of Landlord under the Lease against any person, firm, association or corporation liable for the performance thereof, or to enlarge or increase Landlord’s obligations or liabilities under the Lease. Tenant and Landlord agree that 100% of the Excess Income (as defined under the Lease) from a sublease of the Additional Premises through December 31, 2011 shall be paid to Landlord, except if Tenant subleases to Sanofi, in which event 100% of the Excess Income from such sublease to Sanofi shall be paid to Landlord through the term exercise of such sublease right by Sublessor shall not constitute a default or breach hereunder. Notwithstanding anything to Sanofi and any extension thereof. For claritythe contrary in this Sublease, if (i) Sanofi occupies Sublessee’s repair obligations hereunder shall not include the Additional making of any capital repairs or improvements to the Premises after December 31unless, 2011and to the extent, required due to Sublessee’s negligence or willful misconduct; and (ii) Sublessee shall not be responsible for compliance with any laws, codes, ordinances or other governmental directives where such compliance is not related specifically to Sublessee’s use and occupancy is a result of holding over past the term of the sublease (rather than an extension of the term of the sublease, whether Premises or triggered by exercise by Sanofi of its 3-month renewal option as set forth in Exhibit B Sublessee’s alterations or by mutual agreement between Sanofi and Tenant to extend the original term for up to 3 months), and (iii) Tenant receives one or more payments from Sanofi in connection with such occupancy after December 31, 2011, then the only portion of such payment or payments that Landlord will be entitled to receive pursuant improvements to the Excess Income provision Premises. In the event of any conflict between this Sublease and the Lease will be that portion that is equal to the Excess Income resulting from the amount of rent that Sanofi would have been required to pay pursuant to the sublease for occupying the Additional Premises as if the term of the sublease had been extended pursuant to its terms or by mutual agreement of Sanofi and Tenant for up to 3 months beyond the expiration of the original term (and not as a result of Sanofi holding over past the term of the sublease). Tenant acknowledges that Landlord’s prior written consent shall be required for any proposed extension of the sublease term other than the one 3-month renewal option set forth in Exhibit B. Landlord and Tenant agree further that, in addition to the other matters set forth in Section 16(A) of the Master Lease, it as between Sublessor and Sublessee, the terms and conditions of this Sublease shall be reasonable for Landlord to withhold its consent to a sublease if the rental rate under such sublease is less than $49.00 per square foot of the subleased premises for the term of such subleasecontrol. Except as provided above with respect to a sublease to Sanofi, Excess IncomeFurther, if anyRent is abated under the Master Lease, for any sublease of Rent hereunder shall also be abated in the Additional Premises after January 1, 2012 shall be paid to Landlord in accordance with the terms of the Leasesame proportion.

Subleasing. Landlord agrees that it will provide its written consent (the “Sublease Consent”) to a sublease of the Additional Premises by Tenant to sanofiAT NO TIME PRIOR TO THE RETURN OCCASION WILL LESSEE SUB-aventis U.S.LEASE OR OTHERWISE GIVE POSSESSION OR CONTROL OF THE ENGINE TO, Inc. (“Sanofi”) that is substantially consistent with the terms of the letter of intent attached to this Third Amendment as Exhibit B (the “Proposed Sublease”)OR OTHERWISE PERMIT THE ENGINE TO BE IN THE POSSESSION OR CONTROL OF, which Sublease Consent shall be on Landlord’s standard form of Consent to Sublease and include, among other things, the followingANY OTHER PERSON EXCEPT: (a) That Landlord neither approves nor disapproves where the termsEngine is delivered to a manufacturer or maintenance facility for work to be done on it as required or permitted under the Lease; or (b) to a Pre-Approved Sub-Lessee or to such other sub-lessee of the Engine to which Lessor consents in writing (in each case, conditions a “Permitted Sub-Lessee”), pursuant to a sub-lease to which Lessor consents in writing (a “Permitted Sub-Lease”) on such terms as Lessor may reasonably require, and agreements contained provided always that no Event of Default shall have occurred and be continuing at the commencement of such sublease and all reasonable out of pocket costs connected with Lessor’s review of the sub-lease and preparation, negotiation, execution and filing of all documents connected thereto shall be for Lessee’s account. Upon giving Lessee at least five (5) Business Days’ notice, Lessor shall have the right to remove any of the Persons from the list of Pre-Approved Sub-Lessees from time to time if Lessor has reasonable cause to believe that the right, title or interest of Lessor or Owner in the subleaseEngine would be materially adversely affected if the Engine were to be sub-leased to such Person or if Lessor has: reasonable concerns about such a Person’s solvency or ability to operate and maintain the Engine in accordance with the Lease; or (c) as permitted under Section 8.11 (Removal or Engines and Parts). (d) Notwithstanding anything to the contrary set forth herein, all of which Lessee shall be subordinate permitted to place the Engine on a Related Airframe which Lessee wet leases to a third party; provided that, during such operations (i) the Related Airframe on which the Engine is installed shall be operated solely by regular employees of or contracted by Lessee possessing all current certificates and licenses that are required by applicable Regulations, including by the State of Registry, and shall remain in the operational control and possession of Lessee, (ii) the Engine shall be subject to: (a) all of the covenants, agreements, terms, provisions and conditions contained to insurance coverage as provided for in the Lease, (biii) superior ground leases, mortgages, deeds of trust, or any other hypothecation or security now existing or hereafter placed upon the real property of which the Additional Premises are a part and to any and all advances secured thereby and to all renewals, modifications, consolidations, replacements and extensions thereof, and (c) all matters of record affecting the Additional Premises and all laws, ordinances and regulations now or hereafter affecting the Additional Premises. (b) That nothing contained in the Sublease Consent or in the sublease Engine shall be construed to modify, waive, impair, or affect any of the terms, covenants or conditions contained in the Lease (including Tenant’s obligation to obtain any required consents for any other or future sublettings), or to waive any breach thereof, or any rights or remedies of Landlord under the Lease against any person, firm, association or corporation liable for the performance thereof, or to enlarge or increase Landlord’s obligations or liabilities under the Lease. Tenant used and Landlord agree that 100% of the Excess Income (as defined under the Lease) from a sublease of the Additional Premises through December 31, 2011 shall be paid to Landlord, except if Tenant subleases to Sanofi, in which event 100% of the Excess Income from such sublease to Sanofi shall be paid to Landlord through the term of such sublease to Sanofi and any extension thereof. For clarity, if (i) Sanofi occupies the Additional Premises after December 31, 2011, (ii) such occupancy is a result of holding over past the term of the sublease (rather than an extension of the term of the sublease, whether by exercise by Sanofi of its 3-month renewal option as set forth in Exhibit B or by mutual agreement between Sanofi and Tenant to extend the original term for up to 3 months), and (iii) Tenant receives one or more payments from Sanofi in connection with such occupancy after December 31, 2011, then the only portion of such payment or payments that Landlord will be entitled to receive pursuant to the Excess Income provision of the Lease will be that portion that is equal to the Excess Income resulting from the amount of rent that Sanofi would have been required to pay pursuant to the sublease for occupying the Additional Premises as if the term of the sublease had been extended pursuant to its terms or by mutual agreement of Sanofi and Tenant for up to 3 months beyond the expiration of the original term (and not as a result of Sanofi holding over past the term of the sublease). Tenant acknowledges that Landlord’s prior written consent shall be required for any proposed extension of the sublease term other than the one 3-month renewal option set forth in Exhibit B. Landlord and Tenant agree further that, in addition to the other matters set forth in Section 16(A) of the Lease, it shall be reasonable for Landlord to withhold its consent to a sublease if the rental rate under such sublease is less than $49.00 per square foot of the subleased premises for the term of such sublease. Except as provided above with respect to a sublease to Sanofi, Excess Income, if any, for any sublease of the Additional Premises after January 1, 2012 shall be paid to Landlord operated in accordance with the terms Lease and shall be maintained or caused to be maintained by Lessee in the manner required by this Lease, and (iv) the Engine shall not be subject to any change in State of Registry; and provided always that, such arrangement is expressly subordinated to the LeaseLease and the rights of Lessor and Owner thereunder and to the Engine.

Subleasing. Notwithstanding anything to the contrary contained in the Lease, including without limitation Article XI of the Original Lease, the consent of Landlord agrees that it will provide its written consent (the “Sublease Consent”) to a sublease of all or a portion of the Additional Premises by Tenant to sanofi-aventis U.S.any person or entity other than a Permitted Assignee (which shall be subject to the provisions of Section 12, Inc. above) may not be unreasonably withheld, provided that it is agreed to be reasonable for Landlord to consider any of the following reasons in electing to consent or to deny consent to a proposed sublease: (“Sanofi”i) that is substantially consistent with A proposed subtenant whose occupancy will require a variation in the terms of this Lease (for example, a variation in the letter use clause); and (ii) A proposed subtenant whose impact on the common facilities or the other occupants of intent attached to this Third Amendment as Exhibit B the Building would be in excess of the impact currently caused by Tenant; and (iii) A proposed subtenant whose occupation of the “Proposed Sublease”)Premises would cause a diminution in, which Sublease Consent shall be on Landlord’s standard form of Consent to Sublease and include, among other thingsor cause harm to, the followingreputation of the Building or the other businesses located therein; and (iv) A proposed subtenant whose use of the Premises involves the use of “Hazardous Materials” (as hereinafter defined) in excess of normal and customary office and cleaning supplies in normal and customary amounts. If Landlord consents to a proposed sublease by Tenant, the following conditions shall apply: (a) That Each and every covenant, condition or obligation imposed upon Tenant by the Lease and each and every right, remedy or benefit afforded Landlord neither approves nor disapproves by the terms, conditions and agreements contained in the Lease shall not be impaired or diminished as a result of such sublease, all of which shall be subordinate and subject to: (a) all of the covenants, agreements, terms, provisions and conditions contained in the Lease, (b) superior ground leases, mortgages, deeds of trust, or any other hypothecation or security now existing or hereafter placed upon the real property of which the Additional Premises are a part and to any and all advances secured thereby and to all renewals, modifications, consolidations, replacements and extensions thereof, and (c) all matters of record affecting the Additional Premises and all laws, ordinances and regulations now or hereafter affecting the Additional Premises. (b) That nothing contained On a monthly basis, after deduction by Tenant of the “Amortized Costs” (as hereinafter defined), any sums of money, or other economic consideration received by Tenant from the sublessee in such month (whether or not for a period longer than one month), including higher rent, bonuses, key money, or the like which exceed, in the Sublease Consent aggregate, the total sums which Tenant pays Landlord under this Lease in such month, or in the sublease prorated portion thereof if the premises transferred is less than the entire Premises, shall be construed payable fifty percent (50%) to modifyLandlord and fifty percent (50%) to Tenant, waive, impair, or affect any of the terms, covenants or conditions contained in the Lease (including Tenant’s obligation to obtain any required consents for any other or future sublettings), or to waive any breach thereof, or any rights or remedies of Landlord under the Lease against any person, firm, association or corporation liable for the performance thereof, or to enlarge or increase and Landlord’s obligations or liabilities under the Lease. Tenant and Landlord agree that 100% of the Excess Income (as defined under the Lease) from a sublease of the Additional Premises through December 31, 2011 share thereof shall be paid with Tenant’s payment of Basic Monthly Rent. As used herein, the term “Amortized Costs” shall mean all reasonable costs to LandlordTenant of subleasing the Premises, except if including without limitation, all reasonable attorneys’ fees, any free rent or other economic inducements that are customarily given in the leasing market that includes the Premises, reasonable brokerage commissions, the cost of reasonable improvements made to the Premises for the benefit of such subtenant, and reasonable marketing costs, all as actually paid by Tenant subleases to Sanofiin connection with the proposed sublease, in which event 100% reasonable costs shall be amortized on a monthly straight line basis over the agreed upon term of the Excess Income from proposed sublease, and the monthly amortized amount of such sublease reasonable costs shall constitute the “Amortized Costs” for purposes of determining the amount to Sanofi shall be paid to Landlord through under the term of such sublease to Sanofi and any extension thereof. For clarity, if (i) Sanofi occupies the Additional Premises after December 31, 2011, (ii) such occupancy is a result of holding over past the term of the sublease (rather than an extension of the term of the sublease, whether by exercise by Sanofi of its 3-month renewal option as set forth in Exhibit B or by mutual agreement between Sanofi and Tenant to extend the original term for up to 3 months), and (iii) Tenant receives one or more payments from Sanofi in connection with such occupancy after December 31, 2011, then the only portion of such payment or payments that Landlord will be entitled to receive pursuant to the Excess Income provision of the Lease will be that portion that is equal to the Excess Income resulting from the amount of rent that Sanofi would have been required to pay pursuant to the sublease for occupying the Additional Premises as if the term of the sublease had been extended pursuant to its terms or by mutual agreement of Sanofi and Tenant for up to 3 months beyond the expiration of the original term (and not as a result of Sanofi holding over past the term of the sublease). Tenant acknowledges that Landlord’s prior written consent shall be required for any proposed extension of the sublease term other than the one 3-month renewal option set forth in Exhibit B. Landlord and Tenant agree further that, in addition to the other matters set forth in Section 16(A) of the Lease, it shall be reasonable for Landlord to withhold its consent to a sublease if the rental rate under such sublease is less than $49.00 per square foot of the subleased premises for the term of such sublease. Except as provided above with respect to a sublease to Sanofi, Excess Income, if any, for any sublease of the Additional Premises after January 1, 2012 shall be paid to Landlord in accordance with the terms of the LeaseSection.

Subleasing. Landlord agrees that it will provide its written consent (LESSEE shall sublet the “Sublease Consent”) to a sublease of Premises for aircraft storage, at minimum, on the Additional Premises by Tenant to sanofi-aventis U.S., Inc. (“Sanofi”) that is substantially consistent with the terms of the letter of intent attached to this Third Amendment as Exhibit B (the “Proposed Sublease”), which Sublease Consent shall be on Landlord’s standard form of Consent to Sublease and include, among other things, the followingfollowing terms: (a) That Landlord neither approves nor disapproves the terms, conditions and agreements contained Any arrangements must be in the subleaseform of a written instrument and must be for purposes and uses of the Premises as authorized under this Agreement, all of which and shall be subordinate and subject to: (a) all to the provisions of the covenants, agreements, terms, provisions and conditions contained in the Lease, (b) superior ground leases, mortgages, deeds this Agreement. LESSEE shall submit a copy of trust, or any other hypothecation or security now existing or hereafter placed upon the real property of which the Additional Premises are a part and such proposed instrument to any and all advances secured thereby and to all renewals, modifications, consolidations, replacements and extensions thereof, and (c) all matters of record affecting the Additional Premises and all laws, ordinances and regulations now or hereafter affecting the Additional PremisesLESSOR. (b) That nothing contained All sublease(s) must comply with Sections 9, 10, 11, and 12 of this Agreement, and will be reviewed for compliance by LESSOR to that end. Any arrangement for the subleasing of space must be in conformance with the use of the Premises outlined in this Agreement, unless expressly approved otherwise in writing by LESSOR. (c) LESSEE must keep current records on file and available for LESSOR’s inspection, that describes the nature and document the legitimacy of the sublessee’s business, including all current municipal, state, or local licenses or permits required for the conduct of sublessee’s business. (d) LESSEE hereby agrees that it shall incorporate language acceptable to LESSOR into all of its sublease agreements, placing on any sublessee and that sublessee’s affiliated entities, customers, employees, invitees, contractors, and subcontractors similar restrictions, as may be appropriate to its approved uses as those which bind LESSEE and its use of the facility through this Agreement. LESSEE shall also incorporate and make reference to this Agreement, as may be amended from time to time, to ensure sublessee’s operations and conduct are subject to and are in compliance with the terms and conditions of this Agreement, as may be amended from time to time. Any sublease agreement shall explicitly state that it is subordinate to this Agreement, and that the sublessee shall never obtain rights in the Sublease Consent or in the sublease Premises greater than those held by LESSEE under this Agreement, as amended. Any sublessee shall be construed specifically subject to modify, waive, impair, or affect any of the terms, covenants or conditions contained in the Lease (including Tenant’s obligation to obtain any required consents for any other or future sublettings), or to waive any breach thereof, or any rights or remedies of Landlord under the Lease against any person, firm, association or corporation liable for the performance thereof, or to enlarge or increase Landlord’s obligations or liabilities under the Lease. Tenant and Landlord agree that 100% of the Excess Income (as defined under the Lease) from a sublease of the Additional Premises through December 31, 2011 shall be paid to Landlord, except if Tenant subleases to Sanofi, in which event 100% of the Excess Income from such sublease to Sanofi shall be paid to Landlord through the term of such sublease to Sanofi and any extension thereof. For clarity, if (i) Sanofi occupies the Additional Premises after December 31, 2011, (ii) such occupancy is a result of holding over past the term of the sublease (rather than an extension of the term of the sublease, whether by exercise by Sanofi of its 3-month renewal option as set forth in Exhibit B or by mutual agreement between Sanofi and Tenant to extend the original term for up to 3 months), and (iii) Tenant receives one or more payments from Sanofi in connection with such occupancy after December 31, 2011, then the only portion of such payment or payments that Landlord will be entitled to receive pursuant to the Excess Income provision of the Lease will be that portion that is equal to the Excess Income resulting eviction from the amount of rent that Sanofi would have been required to pay pursuant to the sublease for occupying the Additional Premises as if the term of the sublease had been extended pursuant to its terms or by mutual agreement of Sanofi and Tenant for up to 3 months beyond the expiration of the original term (and not as a result of Sanofi holding over past termination, cancellation, or expiration of this Agreement, irrespective of sublessee’s state of compliance with the term terms of its sublease. (e) LESSEE shall at all times during the term(s) of approved sublease(s), remain responsible to LESSOR for the compliance of its sublessees with the terms and conditions of any approved sublease and with this Agreement. LESSOR may look to LESSEE directly to satisfy any failure of sublessee to comply with these documents. (f) Consent to one sublease permit or subcontract shall not be deemed consent to any subsequent sublease permit or subcontract. Prior written consent of the sublease). Tenant acknowledges that Landlord’s prior written consent LESSOR shall be required for any proposed extension of each sublease permit or subcontract executed by the sublease term other than the one 3LESSEE. It is understood and agreed that this Section does not apply to (excludes) arrangements for transient and based T-month renewal option set forth in Exhibit B. Landlord and Tenant agree further that, in addition to the other matters set forth in Section 16(A) of the Lease, it shall be reasonable for Landlord to withhold its consent to a sublease if the rental rate under such sublease is less than $49.00 per square foot of the subleased premises for the term of such sublease. Except as provided above with respect to a sublease to Sanofi, Excess Income, if any, for any sublease of the Additional Premises after January 1, 2012 shall be paid to Landlord in accordance with the terms of the Leasehangar space rental.

Subleasing. During the Term, Tenant shall have the right, without Landlord’s consent, to enter into subleases (“Subleases”) (a) with any persons or entities providing the Retail Services therein [or may otherwise permit occupancy of all or any portion of the Retail Services Areas by any such persons or entities], provided the terms of such Subleases [or occupancy arrangements] cannot extend beyond the Term of this Lease and may be terminated by Landlord agrees that it will provide its written consent in the event this Lease is terminated; and (b) with individual subtenant rental households (the “Sublease ConsentSubtenants”) to a sublease for actual occupancy of the Additional Premises Units designated as Conventional Units from time to time by Tenant to sanofi-aventis U.S., Inc. (“Sanofi”) that is substantially consistent with the terms of the letter of intent attached to this Third Amendment as Exhibit B (the “Proposed Sublease”), which Sublease Consent shall be on Landlord’s standard form of Consent to Sublease and include, among other things, the following: (a) That Landlord neither approves nor disapproves the terms, conditions and agreements contained in the sublease, all of which shall be subordinate and subject to: (a) all of the covenants, agreements, terms, provisions and conditions contained in the Lease, (b) superior ground leases, mortgages, deeds of trust, or any other hypothecation or security now existing or hereafter placed upon the real property of which the Additional Premises are a part and to any and all advances secured thereby and to all renewals, modifications, consolidations, replacements and extensions thereof, and (c) all matters of record affecting the Additional Premises and all laws, ordinances and regulations now or hereafter affecting the Additional Premises. (b) That nothing contained in the Sublease Consent or in the sublease shall be construed to modify, waive, impair, or affect any of the terms, covenants or conditions contained in the Lease (including Tenant’s obligation to obtain any required consents for any other or future sublettings), or to waive any breach thereof, or any rights or remedies of Landlord under the Lease against any person, firm, association or corporation liable for the performance thereof, or to enlarge or increase Landlord’s obligations or liabilities under the Lease. Tenant and Landlord agree that 100% of the Excess Income (as defined under the Lease) from a sublease of the Additional Premises through December 31, 2011 shall be paid to Landlord, except if Tenant subleases to Sanofi, in which event 100% of the Excess Income from such sublease to Sanofi shall be paid to Landlord through the term of such sublease to Sanofi and any extension thereof. For clarity, if provided (i) Sanofi occupies the Additional Premises after December 31subject Sublease for a Conventional Unit (each, 2011, a “Residential Lease”) is on Tenant’s standard lease form and the term is for one (1) year or less; (ii) the Residential Lease shall contain a provision subordinating such occupancy is a result Residential Lease to this Lease and any deed of holding over past trust or mortgage of any lender of Landlord recorded against the term Premises, and an agreement of the sublease Subtenant thereunder to attorn to Landlord and such lender (rather than at the election of Landlord or such lender, as the case may be) if this Lease is terminated due to an extension Event of Default by Tenant hereunder; and (iii) the term of Residential Lease form shall not obligate the subleaselandlord thereunder following the Termination Date to incur any additional material liabilities or obligations, whether or provide any additional material services, beyond those contained in ASOT’s standard lease form in effect on the date the Residential Lease is signed (but Tenant shall not be bound by exercise by Sanofi of its 3-month renewal option as set forth in Exhibit B or by mutual agreement between Sanofi any changes to the current ASOT’s standard lease form unless and until Landlord has provided Tenant to extend the original term for up to 3 monthswith at least thirty (30) days’ prior notice thereof), and (iv) the form of such Residential Leases and the creditworthiness and criminal background of such Subtenants are in accordance with the ASOT Standards. The parties hereby acknowledge that any obligation, liability or service which could jeopardize the qualification of Archstone-Sxxxx Trust to continue to qualify as a real estate investment trust for federal income tax purposes is “material” for purposes of clause (iii) above. Tenant receives one shall also have the right from time to time to enter into any occupancy leases or more payments from Sanofi in connection agreements with such occupancy after December 31, 2011, then the only portion of such payment or payments that Landlord will be entitled to receive pursuant respect to the Excess Income provision Corporate Unit, and any amendments and terminations thereof, as Tenant shall desire, with any corporate subtenants, for any rent and length of lease terms and upon any other terms and conditions as Tenant shall desire, without any restrictions and without having to obtain Landlord’s consent thereto. Each such sublease shall, however, be subject to the terms of this Lease. Tenant shall further have the right to enter into license agreements with any person or entities Tenant selects with respect to other areas of the Lease will be that portion that is equal Premises (including, for example, roof-top licenses with telecommunication companies) and other contracts and agreements pertaining to the Excess Income resulting from the amount of rent that Sanofi would have been required to pay pursuant to the sublease for occupying the Additional Premises as if Tenant shall determine so long as (1) such license, contract or agreement is consistent with, and the term of Premises continue to comply with, the sublease had been extended pursuant to its terms ASOT Standards, and (2) no such licenses, contracts or by mutual agreement of Sanofi and Tenant for up to 3 months agreements shall extend beyond the expiration of the original term (and not as a result of Sanofi holding over past the term of the sublease). Tenant acknowledges that Termination Date without Landlord’s prior written consent in Landlord’s sole discretion. In the event Landlord shall be required for any proposed extension of the sublease term other than the one 3-month renewal option set forth in Exhibit B. Landlord and Tenant agree further that, in addition have so consented to the other matters set forth in Section 16(A) continuation of the Lease, it shall be reasonable for Landlord to withhold its consent to a sublease if the rental rate under such sublease is less than $49.00 per square foot of the subleased premises for the term of such sublease. Except as provided above with respect license, contract or agreement beyond the Termination Date, such licenses, agreements and consents shall be assigned to a sublease to Sanofi, Excess Income, if any, for any sublease Landlord upon the Termination Date and Landlord shall assume the obligations of the Additional Premises Tenant arising thereunder after January 1, 2012 the Termination Date. Landlord shall be paid have no right to Landlord in accordance with determine or approve the terms amount of the Leasesublease payments from the Subtenants nor receive any portion of such sublease payments.

Subleasing. Landlord agrees that it will provide its A. Provided Tenant is not then in default under this Lease, Tenant shall have the right, at any time during the Term hereof and from time to time, with the prior written consent (the “Sublease Consent”) of Landlord, which consent shall not be unreasonably withheld or delayed, to a sublease sublet all or any portion of the Additional Premises by Tenant to sanofi-aventis U.S.Premises, Inc. (“Sanofi”) that is substantially consistent with the terms of the letter of intent attached to this Third Amendment as Exhibit B (the “Proposed Sublease”), which Sublease Consent shall be on Landlord’s standard form of Consent to Sublease and include, among other things, the following: (a) That Landlord neither approves nor disapproves the terms, conditions and agreements contained in the sublease, all of which shall be subordinate and subject toprovided that: (a) each such sublease shall be subject to each and all of the covenants, agreementsconditions, termsrestrictions and provisions of this Lease, provisions and conditions contained in including the Leaseearly termination clauses, (b) superior ground leases21 Landlord shall have no obligation to accept the attornment of any subtenant, mortgages( c) without Landlord's approval, deeds Tenant shall not accept more than one month's rent from any subtenant, (d) no sublease shall extend beyond the Term of trust, or any other hypothecation or security now existing or hereafter placed upon the real property of this Lease without Landlord's express written consent thereto which the Additional Premises are a part may be withheld in Landlord's sole and to any and all advances secured thereby and to all renewals, modifications, consolidations, replacements and extensions thereofabsolute discretion, and (ce) within (10) days after the execution thereof by the parties, Tenant shall deliver to Landlord a full, true, and complete copy of every sublease and of all matters of record affecting the Additional Premises and all laws, ordinances and regulations now amendments or hereafter affecting the Additional Premisesmodifications thereto. (b) That nothing contained B. Regardless of Landlord's consent, no subletting shall release Tenant of Tenant's obligation or alter the primary liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder. The acceptance of Rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any subtenant of Tenant or any successor of Tenant, in the Sublease Consent or in the sublease shall be construed to modify, waive, impair, or affect performance of any of the termsterms hereof, covenants or conditions contained in Landlord may proceed directly against Tenant without the Lease (including Tenant’s obligation to obtain any required consents for any other or future sublettings), or to waive any breach thereof, or any rights or necessity of exhausting remedies of Landlord under the Lease against any person, firm, association or corporation liable for the performance thereof, or to enlarge or increase Landlord’s obligations or liabilities under the Lease. Tenant and Landlord agree that 100% of the Excess Income (as defined under the Lease) from a sublease of the Additional Premises through December 31, 2011 shall be paid to Landlord, except if Tenant subleases to Sanofi, in which event 100% of the Excess Income from such sublease to Sanofi shall be paid to Landlord through the term of such sublease to Sanofi and any extension thereof. For clarity, if (i) Sanofi occupies the Additional Premises after December 31, 2011, (ii) such occupancy is a result of holding over past the term of the sublease (rather than an extension of the term of the sublease, whether by exercise by Sanofi of its 3-month renewal option as set forth in Exhibit B or by mutual agreement between Sanofi and Tenant to extend the original term for up to 3 months), and (iii) Tenant receives one or more payments from Sanofi in connection with such occupancy after December 31, 2011, then the only portion of such payment or payments that Landlord will be entitled to receive pursuant to the Excess Income provision of the Lease will be that portion that is equal to the Excess Income resulting from the amount of rent that Sanofi would have been required to pay pursuant to the sublease for occupying the Additional Premises as if the term of the sublease had been extended pursuant to its terms or by mutual agreement of Sanofi and Tenant for up to 3 months beyond the expiration of the original term (and not as a result of Sanofi holding over past the term of the sublease). Tenant acknowledges that Landlord’s prior written consent shall be required for any proposed extension of the sublease term other than the one 3-month renewal option set forth in Exhibit B. Landlord and Tenant agree further that, in addition to the other matters set forth in Section 16(A) of the Lease, it shall be reasonable for Landlord to withhold its consent to a sublease if the rental rate under such sublease is less than $49.00 per square foot of the subleased premises for the term of such sublease. Except as provided above with respect to a sublease to Sanofi, Excess Income, if any, for any sublease of the Additional Premises after January 1, 2012 shall be paid to Landlord in accordance with the terms of the Leasesaid subtenant.

Subleasing. Landlord agrees THE LESSOR" authorizes "THE LESSEE" to grant in turn the lease to other persons only and exclusively the SPACES FOR THE PROVISION OF COMMERCIAL SERVICES that it will provide its written consent (are determined within the “Sublease Consent”) to a sublease of the Additional Premises by Tenant to sanofi-aventis U.S.LEASED ASSET", Inc. (“Sanofi”) that is substantially consistent with the terms of the letter of intent attached to this Third Amendment as Exhibit B (the “Proposed Sublease”), which Sublease Consent shall be on Landlord’s standard form of Consent to Sublease and include, among other things, the following: (a) That Landlord neither approves nor disapproves the terms, conditions and agreements contained in the sublease, all of which shall be subordinate previously authorized by "THE LESSOR", being the corresponding subleasing private agreements executed as a consequence thereof. Arising from the mentioned authorization, "THE LESSEE" shall notify "THE LESSOR" the Policy of Prices, rates and subject to: (a) all Contracting Modalities to be applied in the operation of the covenants, agreements, terms, provisions and conditions contained in the Lease, (b) superior ground leases, mortgages, deeds of trust, or any other hypothecation or security now existing or hereafter placed upon the real property of SPACES FOR THE PROVISION OF COMMERCIAL SERVICES which the Additional Premises are a part and to any and all advances secured thereby and to all renewals, modifications, consolidations, replacements and extensions thereof, and (c) all matters of record affecting the Additional Premises and all laws, ordinances and regulations now or hereafter affecting the Additional Premises. (b) That nothing contained in the Sublease Consent or in the sublease shall be construed to modify, waive, impair, or affect any of the terms, covenants or conditions contained in the Lease (including Tenant’s obligation to obtain any required consents for any other or future sublettings), or to waive any breach thereof, or any rights or remedies of Landlord under the Lease against any person, firm, association or corporation liable for the performance thereof, or to enlarge or increase Landlord’s obligations or liabilities under the Lease. Tenant and Landlord agree that 100% of the Excess Income (as defined under the Lease) from a sublease of the Additional Premises through December 31, 2011 shall be paid to Landlord, except if Tenant subleases to Sanofi, in which event 100% of the Excess Income from such sublease to Sanofi shall be paid to Landlord through the term of such sublease to Sanofi and any extension thereof. For clarity, if (i) Sanofi occupies the Additional Premises after December 31, 2011, (ii) such occupancy is a result of holding over past the term of the sublease (rather than an extension of the term of the sublease, whether by exercise by Sanofi of its 3-month renewal option as set forth in Exhibit B or by mutual agreement between Sanofi and Tenant to extend the original term for up to 3 months), and (iii) Tenant receives one or more payments from Sanofi in connection with such occupancy after December 31, 2011, then the only portion of such payment or payments that Landlord will be entitled to receive pursuant to the Excess Income provision market conditions for the subleasing of spaces and in accordance with the authorized lines of business; likewise, it shall notify "THE LESSOR" about any subsequent amendment thereof. Prior to the execution of the Lease will subleasing agreement "THE LESSEE" may grant, as appropriate, it shall request the authorization of the same to "THE LESSOR" who shall authorize them within 15 business days, such authorization shall not be unreasonably withheld and shall provide that portion that the line of business to be exploited is equal according to the Excess Income resulting Standards and Policies of "AICM". The mentioned approval does not imply that subleases are subrogated to all rights and obligations that by means of this agreement “THE LESSEE” acquires. "THE LESSOR" undertakes to deliver the construction works of structure and infrastructure of the HOTEL and its SPACES FOR THE PROVISION OF COMMERCIAL SERVICES pursuant the provisions in the TERMS AND CONDITIONS, which shall be delivered to "THE LESSEE" within a maximum term of 120 days as from the amount signing of rent this contract by means of the “ADMINISTRATIVE RECORD OF THE DELIVERY-RECEIPT OF THE STRUCTURE INFRASTRUCTURE" of AICM. “THE LESSOR" declares and guarantees that Sanofi would have been required to pay the "LEASED ASSET" shall be in conditions so as the construction and equipping be performed thereof pursuant to the sublease EXECUTIVE PROJECT authorized by "THE LESSOR”. Once the expected works are received in the "ADMINISTRATIVE RECORD OF THE DELIVERY-RECEIPT OF THE STRUCTURE INFRASTRUCTURE", "THE LESSEE" shall anticipate the following work schedule for occupying the Additional Premises as if the term conditioning of the sublease had been extended pursuant HOTEL: As from November 27, 2006 "THE LESSEE" has a maximum of 120 calendar day term to submit the EXECUTIVE PROJECT for its terms or revision, adjustments, and authorization by mutual agreement of Sanofi and Tenant for up "AICM" within said term. Once the EXECUTIVE PROJECT is approved, "AICM" shall formally deliver to 3 months beyond the expiration “THE LESSEE" by means of the original term (corresponding "ADMINISTRATIVE RECORD OF THE DELIVERY-RECEIPT OF THE STRUCTURE INFRASTRUCTURE", the structure and not as a result infrastructure described in the second paragraph of Sanofi holding over past clause FIRST hereof related to the term execution of the sublease). Tenant acknowledges that Landlord’s prior written consent shall be required for any proposed extension works and the conditioning of the sublease HOTEL shall initiate, having "THE LESSEE" a maximum of 240 calendar days term other than only, as from the one 3-month renewal option set forth in Exhibit B. Landlord and Tenant agree further that, in addition to the other matters set forth in Section 16(A) execution date of the Lease"ADMINISTRATIVE RECORD OF THE DELIVERY-RECEIPT OF THE STRUCTURE INFRASTRUCTURE", to complete the same. If due to any acts of God or force majeure, fully evidenced "THE LESSEE" can not execute the conditioning works within the agreed term, it shall be reasonable extended for Landlord a period such event lasts. If for causes attributable to withhold its consent to a sublease if “THE LESSOR” duly evidenced, the rental rate under such sublease is less than $49.00 per square foot of construction or equipment works were interrupted or delayed the subleased premises for the term of such sublease. Except as provided above with respect to a sublease to Sanofi, Excess Income, if any, for any sublease of the Additional Premises after January 1, 2012 terms here established shall be paid to Landlord in extended for a number of days the works were interrupted or delayed. In accordance with the terms schedule for the conditioning of the LeaseHOTEL and delivery of the structure and infrastructure referred to in the preceding clause, a year from December 18, 2006, and until December 17, 2007 shall elapse for the parties to start up with the exploitation of the property by means of the operation of the HOTEL and shall be effective for 20 (TWENTY) years from December 18, 2007 to December 17, 2027. According to the foregoing, the parties agree that "THE LESSEE" shall vacate the "LEASED ASSET" on the pre established day, that is, December 17, 2027. In the event "THE LESSEE" continues using and enjoying the "LEASED ASSET", it shall be understood that it is without the consent of and in total opposition of the will of "THE LESSOR", so that the tacit renewal shall not be effective. Likewise "THE LESSEE" hereby waives the right of having a tacit renewal for non specified time of this agreement, undertaking to surrender to “THE LESSOR" on the agreed date in the second paragraph of this clause, the "LEASED ASSET", and return it in the conditions agreed in the TWENTY THIRD clause. Therefore, "THE LESSEE" agrees that if the "LEASED ASSET" is not delivered, "THE LESSEE" shall pay to "THE LESSOR", from that date, a conventional penalty for the delay in the performance of its obligation, an amount equal to 1.6 times the monthly "GUARANTEED MINIMUM INCOME" in force proportional to the time the default is proven per each day of delay in surrendering the "LEASED ASSET”.

Subleasing. Landlord TENANT shall not sublease, rent, or permit any persons, firms or corporations to occupy any part of the Premises, or to provide any type of commercial or non-commercial operation on the Premises without the prior written consent of LANDLORD, and then consent may be granted by LANDLORD only under the following conditions: 1) All sublease(s) must comply with Sections 9 and 10 of this Agreement, and shall be reviewed for compliance by LANDLORD to that end. Any arrangement for the subleasing of space must be in conformance with the use of the Premises outlined in this Agreement, unless expressly approved otherwise in writing by LANDLORD. 2) TENANT must keep current records on file and available for LANDLORD’S inspection that describes the nature, and documents the legitimacy of the subtenant’s business, including all current municipal, state, or local licenses or permits required for the conduct of subtenant’s business. 3) TENANT hereby agrees that it will provide shall incorporate language acceptable to LANDLORD into all of its written consent (the “Sublease Consent”) sublease agreements, placing on any subtenant and that subtenant’s affiliated entities, customers, employees, invitees, contractors, and subcontractors similar restrictions, as may be appropriate to a sublease its approved uses as those which bind TENANT and its use of the Additional Premises by Tenant facility through this Agreement. TENANT shall also incorporate and make reference to sanofi-aventis U.S.this Agreement, Inc. (“Sanofi”as may be amended from time to 4) that is substantially consistent TENANT shall at all times during the term(s) of approved sublease(s), remain responsible to LANDLORD for the compliance of its subtenant with the terms and conditions of any approved sublease and with this Agreement. LANDLORD shall look to TENANT directly to satisfy any failure of subtenant to comply with these documents. 5) Consent to one sublease permit or subcontract shall not be deemed consent to any subsequent sublease permit or subcontract. Prior written consent of the letter of intent attached to this Third Amendment as Exhibit B (the “Proposed Sublease”), which Sublease Consent LANDLORD shall be on Landlord’s standard required for each sublease permit or subcontract executed by the TENANT. 6) Any arrangements and terms must be in the form of Consent a written instrument, must be for purposes and uses of the Premises as authorized under this Agreement, and shall be subject to Sublease and include, among other things, the following: (a) That Landlord neither approves nor disapproves provisions of this Agreement. TENANT shall submit a copy of such proposed instrument at the terms, conditions and agreements contained in the time of requesting consent of LANDLORD. TENANT shall not sublease, all rent or permit any persons, firms or corporations to occupy any part of which shall be subordinate and subject to: (a) all of the covenants, agreements, terms, provisions and conditions contained in the Lease, (b) superior ground leases, mortgages, deeds of trust, or any other hypothecation or security now existing or hereafter placed upon the real property of which the Additional Premises are a part and to any and all advances secured thereby and to all renewals, modifications, consolidations, replacements and extensions thereof, and (c) all matters of record affecting the Additional Premises and all laws, ordinances and regulations now or hereafter affecting the Additional leased Premises. (b) That nothing contained in the Sublease Consent or in the sublease shall be construed to modify, waive, impair, or affect any of the terms, covenants or conditions contained in the Lease (including Tenant’s obligation to obtain any required consents for any other or future sublettings), or to waive provide any breach thereoftype of commercial or non-commercial activity, operation or services, or any rights not specifically allowed under this Agreement, on the leased Premises without having first presented the LANDLORD with a proposed sublease agreement or remedies of Landlord under operating permit for review, and received the Lease against any person, firm, association or corporation liable for the performance thereof, or to enlarge or increase Landlord’s obligations or liabilities under the Lease. Tenant and Landlord agree that 100% prior written approval of the Excess Income (as defined under LANDLORD. 7) In such cases where the Lease) from a sublease of LANDLORD does grant written approval, the Additional Premises through December 31, 2011 TENANT shall be paid pay to Landlord, except if Tenant subleases to Sanofi, the LANDLORD in which event 100% of the Excess Income from such sublease to Sanofi shall be paid to Landlord through the term of such sublease to Sanofi and any extension thereof. For clarity, if (i) Sanofi occupies the Additional Premises after December 31, 2011, (ii) such occupancy is a result of holding lump-sum payment or monthly payments over past the term of the sublease (rather than an extension of the term of the sublease, whether by exercise by Sanofi of its 3-month renewal option as set forth in Exhibit B or by mutual agreement between Sanofi and Tenant to extend the original term for up to 3 months), and (iii) Tenant receives one or more payments from Sanofi in connection with such occupancy after December 31, 2011, then the only portion of such payment or payments that Landlord will be entitled to receive pursuant to the Excess Income provision of the Lease will be that portion that is an amount equal to the Excess Income resulting from the amount of rent that Sanofi would have been required to pay pursuant to the sublease for occupying the Additional Premises as if the term of the sublease had been extended pursuant to its terms or by mutual agreement of Sanofi and Tenant for up to 3 months beyond the expiration of the original term fifty percent (and not as a result of Sanofi holding over past the term of the sublease). Tenant acknowledges that Landlord’s prior written consent shall be required for any proposed extension of the sublease term other than the one 3-month renewal option set forth in Exhibit B. Landlord and Tenant agree further that, in addition to the other matters set forth in Section 16(A50%) of the Leasedifference between those gross rentals due to LANDLORD by TENANT, it and the gross rentals paid to the TENANT by the subtenant for the Premises subleased. 8) Sublease(s) to related entities of TENANT shall be reasonable excluded from the provisions of this sublease clause, but TENANT shall remain liable for Landlord to withhold its consent to a sublease if all Agreement obligations despite the rental rate under such sublease is less than $49.00 per square foot of the subleased premises for the term of such sublease. Except as provided above with respect to a sublease to Sanofi, Excess Income, if any, for any sublease of the Additional Premises after January 1, 2012 shall be paid to Landlord in accordance with the terms of the LeaseSublease’s provisions.

Subleasing. Landlord agrees that it will provide its written consent (the “Sublease Consent”) to a sublease of the Additional Premises by Tenant to sanofi-aventis U.S., Inc. (“Sanofi”) that is substantially consistent with the terms of the letter of intent attached to this Third Amendment as Exhibit B (the “Proposed Sublease”), which Sublease Consent shall be on Landlord’s standard form of Consent to Sublease and include, among other things, the following: (a) That Landlord neither approves nor disapproves Sublandlord hereby subleases to Subtenant, and Subtenant hereby hires from Sublandlord, the terms, conditions and agreements contained in Subleased Space on the sublease, all of which shall be subordinate and subject to: (a) all of the covenants, agreements, terms, provisions terms and conditions contained in hereinafter set forth. The parties hereto agree that for all purposes of this Sublease, the Lease, (b) superior ground leases, mortgages, deeds of trust, or any other hypothecation or security now existing or hereafter placed upon the real property of which the Additional Premises are a part and to any and all advances secured thereby and to all renewals, modifications, consolidations, replacements and extensions thereof, and (c) all matters of record affecting the Additional Premises and all laws, ordinances and regulations now or hereafter affecting the Additional PremisesSubleased Space contains 24,059 rentable square feet. (b) That nothing contained in Sublandlord and Subtenant acknowledge and agree that the Sublease Consent or in Subleased Space is presently occupied by Sunup pursuant to the sublease shall be construed to modify, waive, impair, or affect any provisions of the terms, covenants or conditions contained in Sunup Sublease. Pursuant to the Lease (including Tenant’s obligation to obtain any required consents for any other or future sublettings), or to waive any breach thereof, or any rights or remedies of Landlord under the Lease against any person, firm, association or corporation liable for the performance thereof, or to enlarge or increase Landlord’s obligations or liabilities under the Lease. Tenant and Landlord agree that 100% provisions of the Excess Income Sunup Sublease, as amended, Sunup has agreed to surrender possession of the Subleased Space to Sublandlord within thirty (30) days following Sublandlord's delivery to Sunup of a Replacement Notice (as defined under in the Lease) from Sunup Sublease). Sublandlord and Subtenant agree that this Sublease and all the terms and conditions stated herein, are contingent upon Sublandlord obtaining a sublease of the Additional Premises through December 31, 2011 shall be paid to Landlord, except if Tenant subleases to Sanofi, in which event 100% of the Excess Income from such sublease to Sanofi shall be paid to Landlord through the term of such sublease to Sanofi and any extension thereof. For clarity, if (i) Sanofi occupies termination of the Additional Premises after December 31, 2011Sunup Sublease, (ii) such occupancy is a result of holding over past the term exclusive possession of the sublease (rather than an extension Subleased Space form Sunup in accordance with the provisions of the term of the subleaseSunup Sublease, whether by exercise by Sanofi of its 3-month renewal option as set forth in Exhibit B or by mutual agreement between Sanofi and Tenant to extend the original term for up to 3 months), amended and (iii) Tenant receives one or more payments from Sanofi in connection with such occupancy after December 31, 2011, then making the only portion of such payment or payments that Landlord will be entitled Subleased Space available exclusively to receive pursuant to the Excess Income provision of the Lease will be that portion that is equal to the Excess Income resulting from the amount of rent that Sanofi would have been required to pay pursuant to the sublease for occupying the Additional Premises as if the term of the sublease had been extended pursuant to its terms or by mutual agreement of Sanofi and Tenant for up to 3 months beyond the expiration of the original term (and not as a result of Sanofi holding over past the term of the sublease). Tenant acknowledges that Landlord’s prior written consent shall be required for any proposed extension of the sublease term other than the one 3-month renewal option set forth in Exhibit B. Landlord and Tenant agree further that, in addition to the other matters set forth in Section 16(A) of the Lease, it shall be reasonable for Landlord to withhold its consent to a sublease if the rental rate under such sublease is less than $49.00 per square foot of the subleased premises for the term of such sublease. Except as provided above with respect to a sublease to Sanofi, Excess Income, if any, for any sublease of the Additional Premises after January 1, 2012 shall be paid to Landlord Subtenant in accordance with the terms and subjects to the conditions stated herein and (iv) Sublandlord obtaining Overlandlord's consent to the Sublease. Subtenant further acknowledges and agrees that Sublandlord has made no express or implied representations or warranties to Subtenant regarding the Sublandlord's ability to obtain the termination of the LeaseSunup Sublease, exclusive possession of the Subleased Space from Sunup or the timing of the Commencement Date of this Sublease or the ability of Sublandlord to obtain Overlandlord's consent to the Sublease; provided, however, that Sublandlord covenants to use good faith and commercially reasonable efforts to diligently cause Sunup to vacate the Subleased Space as soon as reasonably possible under applicable law and local court rules. If the Commencement Date does not occur by December 15, 2001 (the "Outside Commencement Date") for any reason, Subtenant may, at its option, by notice in writing to Sublandlord (which shall be delivered no later than fifteen (15) days after the Outside Commencement Date), cancel this Sublease, in which event the parties shall be discharged from all obligations hereunder; provided, however, that if such written notice of Subtenant is not received by Sublandlord within said 15-day period, Subtenant's right to cancel this Sublease hereunder shall terminate and be of no further force or effect. Subtenant and Sublandlord agree that Sublandlord shall not be required to give the Replacement Notice to Sunup until this Sublease agreement has been executed and delivered by both parties. (c) If Sublandlord cannot deliver possession of the Sublease Space on or before December 3, 2001, Subtenant shall have the right to cancel this Sublease by providing Sublandlord written notice at any time after December 3, 2001; provided, however, that Sublandlord, at Sublandlord's sole election, can avoid the cancellation of the Sublease by paying to Subtenant a delivery penalty equal to One Thousand and 00/100 Dollars ($1,000.00) per day ("Delivery Penalty") until the earlier of (i) that date on which the Sublease Space is delivered in the condition set forth in Section 15 below or (ii) the Outside Commencement Date, at which time either party has the ability to terminate the lease. In the event Sublandlord elects to pay Subtenant the Delivery Penalty and Sunup does not vacate the Sublease Space and the Sublease is terminated by either Sublandlord or Subtenant, Sublandlord shall still be obligated to pay the Delivery Penalty to Subtenant (maximum of Fourteen Thousand and 00.100 Dollars ($13,000.00)).

Subleasing. Landlord agrees LESSEE may sublease any portion of the Premises for co- location at its sole discretion, upon notice to LESSOR in accordance with this Paragraph 36 and provided the Sublessee (as hereinafter defined) executes a separate license agreement with LESSOR as provided in Paragraph 36(a) for the privilege of placing, constructing and installing any shelter, building, cabinet or other equipment upon the Ground within the Premises or on the Property. Any sublease that is entered into by LESSEE shall be subject to the provisions of this Agreement and shall be binding upon the successor, assigns, heirs and legal representatives of the respective parties hereto. The term “Sublease,” “Sublet,” “Sublessee” and any other similar term shall apply to any situation by which LESSEE allows a third party use of the Premises for co-location, whether it be by formal sublease, license or other agreement. All rights and responsibilities of LESSEE set forth in this Agreement shall be enjoyed by and binding on any Sublessee. a. In the event LESSEE subleases any portion of the Premises, in accordance with this Agreement, the Sublessee shall be required to execute a separate license agreement with LESSOR (the "License Agreement") for the privilege of placing, constructing and installing any shelter, building, cabinet or other equipment upon the Ground within the Premises or on the Property, before any such improvements are placed, constructed or installed upon the ground, for such license fees as may be mutually agreeable to LESSOR and to the Sublessee. The LESSEE shall not be responsible to the LESSOR for the collection or payment of any license fees by the Sublessee to the LESSOR, and the LESSEE shall have no liability to the LESSOR in the event of failure of payment by Sublessee. The LESSEE shall have no liability of any nature to the LESSOR for failure to sublet all of any part of the Premises to any or all potential Sublessee(s). b. Notwithstanding any other provision of this Agreement, LESSEE shall not be required to obtain approval from LESSOR for the Subletting of the Premises or part thereof provided the Sublessee has executed a License Agreement with LESSOR as set forth herein. LESSEE shall have the sole right to determine whether it will provide its written consent (the “Sublease Consent”) to a sublease Sublet any portion of the Additional Premises or whether it will sublease to any specific Sublessee. c. The rental provisions of this section shall not apply to any subletting for public emergency and/or safety systems purposes (i.e. police, ambulance and/or fire), that may be required or ordered by Tenant any governmental authority having jurisdiction over LESSEE or the Property. LESSEE shall not be required to sanofi-aventis U.S., Inc. (“Sanofi”) that is substantially consistent pay any amount to LESSOR in connection with the terms of the letter of intent attached to this Third Amendment as Exhibit B (the “Proposed Sublease”), which Sublease Consent shall subletting for public emergency and/or safety system purposes that may be on Landlord’s standard form of Consent to Sublease and include, among other things, the following: (a) That Landlord neither approves nor disapproves the terms, conditions and agreements contained in the sublease, all of which shall be subordinate and subject to: (a) all of the covenants, agreements, terms, provisions and conditions contained in the Lease, (b) superior ground leases, mortgages, deeds of trust, required or ordered by any governmental authority having jurisdiction. Notwithstanding any other hypothecation or security now existing or hereafter placed upon the real property provision of which the Additional Premises are a part and to any and all advances secured thereby and to all renewalsthis Agreement, modifications, consolidations, replacements and extensions thereof, and (c) all matters of record affecting the Additional Premises and all laws, ordinances and regulations now or hereafter affecting the Additional Premises. (b) That nothing contained in the Sublease Consent or in the sublease LESSEE shall not be construed to modify, waive, impair, or affect any of the terms, covenants or conditions contained in the Lease (including Tenant’s obligation required to obtain any required consents for any other or future sublettings), or to waive any breach thereof, or any rights or remedies of Landlord under the Lease against any person, firm, association or corporation liable approval from LESSOR for the performance thereof, or to enlarge or increase Landlord’s obligations or liabilities under the Lease. Tenant and Landlord agree that 100% of the Excess Income (as defined under the Lease) from a sublease of the Additional Premises through December 31, 2011 shall be paid to Landlord, except if Tenant subleases to Sanofi, in which event 100% of the Excess Income from such sublease to Sanofi shall be paid to Landlord through the term of such sublease to Sanofi and any extension thereof. For clarity, if (i) Sanofi occupies the Additional Premises after December 31, 2011, (ii) such occupancy is a result of holding over past the term of the sublease (rather than an extension of the term of the sublease, whether by exercise by Sanofi of its 3-month renewal option as set forth in Exhibit B or by mutual agreement between Sanofi and Tenant to extend the original term subletting for up to 3 months), and (iii) Tenant receives one or more payments from Sanofi in connection with such occupancy after December 31, 2011, then the only portion of such payment or payments that Landlord will be entitled to receive pursuant to the Excess Income provision of the Lease will be that portion that is equal to the Excess Income resulting from the amount of rent that Sanofi would have been required to pay pursuant to the sublease for occupying the Additional Premises as if the term of the sublease had been extended pursuant to its terms or by mutual agreement of Sanofi and Tenant for up to 3 months beyond the expiration of the original term (and not as a result of Sanofi holding over past the term of the sublease). Tenant acknowledges that Landlord’s prior written consent shall be required for any proposed extension of the sublease term other than the one 3-month renewal option set forth in Exhibit B. Landlord and Tenant agree further that, in addition to the other matters set forth in Section 16(A) of the Lease, it shall be reasonable for Landlord to withhold its consent to a sublease if the rental rate under such sublease is less than $49.00 per square foot of the subleased premises for the term of such sublease. Except as provided above with respect to a sublease to Sanofi, Excess Income, if any, for any sublease of the Additional Premises after January 1, 2012 shall be paid to Landlord in accordance with the terms of the Leasepublic emergency and/or safety system purposes.

Subleasing. Landlord agrees that it will provide its Lessee may, (x) without requiring any consents from Lessor or any other Lessor Party, sublease the Aircraft to a member of Grupo Aeromexico or to a Pre-Approved Sublessee or (y) with the written consent of Lessor (not to be unreasonably withheld or delayed), sublease the “Sublease Consent”Aircraft to any Person not described in sub-clause (x) to a above. Any proposed sublease shall satisfy each of the Additional Premises by Tenant to sanofi-aventis U.S., Inc. (“Sanofi”) that is substantially consistent with the terms of the letter of intent attached to this Third Amendment as Exhibit B (the “Proposed Sublease”), which Sublease Consent shall be on Landlord’s standard form of Consent to Sublease and include, among other things, the followingfollowing conditions: (a) That Landlord neither approves nor disapproves either (i) the termssublease shall state that it is subject and subordinate to this Agreement, conditions and agreements contained the sublessee shall execute an acknowledgment addressed to Lessor and any Financing Party Representative confirming the foregoing and acknowledging that the sublease will terminate on or before the Termination Date; or (ii) if Lessor notifies Lessee that Lessor’s counsel in the subleaserelevant jurisdiction is of the opinion that a sublease assignment is necessary or advisable in such jurisdiction, Lessee shall xxxxx Xxxxxx or Financing Parties Representative (as applicable) a security assignment (in form and substance reasonably satisfactory to Lessor and Financing Parties Representative) assigning all of which shall be subordinate Lessee’s rights, title and subject interest to: (a) all of the covenants, agreements, terms, provisions in and conditions contained in the Lease, (b) superior ground leases, mortgages, deeds of trustunder such sublease to Lessor, or any other hypothecation or security now existing or hereafter placed upon the real property of which the Additional Premises are a part and to any and all advances secured thereby and to all renewalsFinancing Parties Representative, modifications, consolidations, replacements and extensions thereof, and (c) all matters of record affecting the Additional Premises and all laws, ordinances and regulations now or hereafter affecting the Additional Premises.as applicable; (b) That nothing contained in the Sublease Consent proposed sublessee must be a commercial air carrier or in air operator holding a valid air operator’s certificate; (c) no Event of Default shall have occurred and be continuing at the sublease shall be construed to modify, waive, impair, or affect any time of the terms, covenants or conditions contained in the Lease (including Tenant’s obligation to obtain any required consents for any other or future sublettings), or to waive any breach thereof, or any rights or remedies of Landlord under the Lease against any person, firm, association or corporation liable for the performance thereof, or to enlarge or increase Landlord’s obligations or liabilities under the Lease. Tenant and Landlord agree that 100% of the Excess Income (as defined under the Lease) from a sublease of the Additional Premises through December 31, 2011 shall be paid to Landlord, except if Tenant subleases to Sanofi, in which event 100% of the Excess Income from such sublease to Sanofi shall be paid to Landlord through the term commencement of such sublease or would result as a consequence of such sublease; (d) Lessee shall have given not less than thirty (30) days’ prior written notice to Sanofi and Lessor of its intention to enter into any extension thereof. For claritysublease agreement or arrangement (which notice shall include a description of the proposed subleasing arrangements including the identity of the proposed sublessee, if (i) Sanofi occupies the Additional Premises after December 31, 2011, (ii) such occupancy is a result of holding over past the term of the sublease and the proposed delivery date under the sublease) and Lessee shall have provided to Lessor at least ten (10) days’ prior to execution of the sublease agreement, a copy of the draft sublease agreement and the draft insurance certificate (it being acknowledged that in any event (x) Lessee may redact the amount of Rent and all other economic terms, (y) the conditions below are required to be satisfied prior to commencement of the relevant sublease and (z) the evidence and/or documentation specified below shall be required to be provided to Lessor prior to commencement of the relevant sublease so as to give Lessor a reasonable period of time to review the same); (e) the sublease shall not permit the sublessee to take any action inconsistent with the requirements and obligations of Lessee under this Agreement and shall require the sublessee to operate the Aircraft on substantially similar or more favorable terms as those set out in this Agreement, including without limitation, Clause Error! Reference source not found. (Operation of the Aircraft), Clause Error! Reference source not found. (Maintenance and Repair), and if the sublessee is to maintain Insurances rather than an extension Lessee, Clause Error! Reference source not found. (Insurance); (f) the sublease shall not permit any further subleasing, wet leasing or charter of the Aircraft other than wet leasing on substantially similar terms or more favorable terms as those set out in Clause 10.2 (Wet leasing); (g) the sublease shall not have a term which extends or is capable of extending beyond the then scheduled Expiry Date; (h) on or prior to the commencement of the sublease Lessee shall provide to Lessor evidence satisfactory to Lessor confirming that the Aircraft will continue to be insured in accordance with this Agreement; (i) the sublessee under the sublease shall not at the time of commencement of the relevant sublease be insolvent or otherwise be subject to any events of the type set out in clauses [(h) through (j)] of Clause 19.1 (Events); (j) the sublessee under the sublease shall hold all certificates, licenses, permits and authorizations required for its use and operation of the Aircraft; (k) if the Aircraft is to be registered in a new State of Registration in connection with a sublease or the termination of a sublease, whether Lessee shall procure that all filings, recordings and registrations are made to the extent necessary (i) to deregister the Aircraft from the registry maintained by exercise the then existing State of Registration, (ii) to register the Aircraft in the new State of Registration in the name of Lessor as owner (and if that is not possible, in the name of Lessee or the sublessee with the interests of Lessor and Xxxxxx noted in the registry) in accordance with and to the extent permitted by Sanofi applicable Law in the new State of its 3-month renewal option as set forth in Exhibit B or by mutual agreement between Sanofi and Tenant to extend the original term for up to 3 months)Registration, and (iii) Tenant receives one to register, record, protect and/or perfect the Security Interest of any Financing Parties Representative in the new State of Registration in accordance with and to the extent permitted by applicable Law in the new State of Registration. Lessor shall co- operate and procure that the Financing Parties co-operate with Lessee upon reasonable request by Lessee to assist Lessee and/or the sublessee, as the case may be, in promptly making any filings, recordings and registrations in the existing State of Registration and, if applicable, any new State of Registration which are necessary in connection with any subleasing or more payments from Sanofi change in the State of Registration. Lessee shall pay all reasonable and documented out-of-pocket costs and expenses incurred by Lessor and any Financing Party in connection with such occupancy filings, recordings and registrations (and no sublease shall be permitted unless and until such filings, recordings and registrations have been made or arrangements have been made to effect the same following the delivery of the Aircraft under the sublease); (l) Lessee shall provide Lessor with a copy of the executed sublease and any amendments thereto within five (5) Business Days after December 31, 2011, then the only portion execution of such payment sublease or payments such amendments; such copy may be in electronic form, it being agreed that Landlord will be entitled to receive pursuant to the Excess Income provision of the Lease will be that portion that is equal to the Excess Income resulting from Lessee may redact the amount of rent Rent and all other economic terms; (m) no subleasing of the Aircraft shall release Lessee from its obligations under this Agreement, and Lessee hereby confirms and agrees that Sanofi would have been required it shall remain fully liable to pay pursuant perform all of its obligations under this Agreement notwithstanding any such subleasing and shall be primarily liable for any act or omission of any sublessee in connection with any such subleasing; provided Xxxxxx’s obligations hereunder shall be satisfied to the sublease for occupying extent performed by a sublessee; and (n) each of Lessor and Lessee may request additions or deletions to the Additional Premises list of Pre-Approved Sublessees in Schedule 14 from time to time and each party shall consider such proposed addition or deletion, as if the term of the sublease had been extended pursuant to its terms or by mutual agreement of Sanofi and Tenant for up to 3 months beyond the expiration of the original term (and not as a result of Sanofi holding over past the term of the sublease). Tenant acknowledges that Landlord’s prior written consent shall be required for any proposed extension of the sublease term other than the one 3-month renewal option set forth in Exhibit B. Landlord and Tenant agree further thatcase may be, in addition to the other matters set forth in Section 16(A) of the Lease, it shall be reasonable for Landlord to withhold its consent to a sublease if the rental rate under such sublease is less than $49.00 per square foot of the subleased premises for the term of such sublease. Except as provided above with respect to a sublease to Sanofi, Excess Income, if any, for any sublease of the Additional Premises after January 1, 2012 shall be paid to Landlord in accordance with the terms of the Leasegood faith.

Subleasing. Landlord agrees that it will provide its (a) AT NO TIME PRIOR TO THE RETURN OCCASION WILL LESSEE SUB-LEASE, INSTALL THE ENGINE ON A RELATED AIRFRAME SUBJECT TO A WETLEASE OR OTHERWISE GIVE POSSESSION OR CONTROL OF THE ENGINE OR ANY PART TO, OR OTHERWISE PERMIT THE ENGINE OR ANY PART TO BE IN THE POSSESSION OR CONTROL OF, ANY OTHER PERSON EXCEPT: (i) when the prior written consent of Lessor (which consent shall not be unreasonably withheld, conditioned or delayed) has been obtained; or (ii) where the “Sublease Consent”Engine is delivered to a manufacturer or maintenance facility for work to be done on it as required or permitted under the Lease; or (iii) to a sublease Permitted Sub-Lessee, pursuant to a Permitted Sub-Lease and provided that no Significant Default or Event of Default shall have occurred and be continuing at the Additional Premises by Tenant commencement of such sub-lease; (iv) provided that no Significant Default or Event of Default has occurred and is continuing, to sanofiinstall the Engine on a Related Airframe subject to a wet-aventis U.S., Inc. lease which complies with Section 8.4(c); (“Sanofi”v) as permitted under Section 8.11 (Removal of Engine or Parts; Installation of Engine)); or (vi) to install the Engine on a Related Airframe that is substantially consistent with subject to the terms of the letter of intent attached Civil Reserve Air Fleet Program established pursuant to this Third Amendment as Exhibit B (the “Proposed Sublease”), which Sublease Consent shall be on Landlord’s standard form of Consent to Sublease and include, among other things, the following: (a) That Landlord neither approves nor disapproves the terms, conditions and agreements contained in the sublease, all of which shall be subordinate and subject to: (a) all of the covenants, agreements, terms, provisions and conditions contained in the Lease, (b) superior ground leases, mortgages, deeds of trust, or any other hypothecation or security now existing or hereafter placed upon the real property of which the Additional Premises are a part and to any and all advances secured thereby and to all renewals, modifications, consolidations, replacements and extensions thereof, and (c) all matters of record affecting the Additional Premises and all laws, ordinances and regulations now or hereafter affecting the Additional Premises10 U.S.C. 9411-13. (b) That nothing contained in If Lessee intends to sub-lease the Sublease Consent or in Engine to a Permitted Sub-Lessee, each of the sublease following conditions shall be construed required to modify, waive, impair, or affect be satisfied in relation to any of the terms, covenants or conditions contained in the Permitted Sub-Lease (including Tenant’s obligation prior to obtain any required consents for any other or future sublettings), or sub-leasing pursuant to waive any breach thereof, or any rights or remedies of Landlord under the Lease against any person, firm, association or corporation liable for the performance thereof, or to enlarge or increase Landlord’s obligations or liabilities under the Lease. Tenant and Landlord agree that 100% of the Excess Income (as defined under the Lease) from a sublease of the Additional Premises through December 31, 2011 shall be paid to Landlord, except if Tenant subleases to Sanofi, in which event 100% of the Excess Income from such sublease to Sanofi shall be paid to Landlord through the term of such sublease to Sanofi and any extension thereof. For clarity, if this Section: (i) Sanofi occupies Notification: at least thirty (30) days prior to entering into any Permitted Sub-Lease, Lessee shall give Lessor written notice, specifying the Additional Premises after December 31identity of the Permitted Sub-Lessee, 2011, (ii) such occupancy is a result of holding over past the term of the sublease Permitted Sub-Lease, the delivery date under the Permitted Sub-Lease and the habitual base of the Permitted Sub-Lessee and at least ten (rather than an extension 10) Business Days prior to the effective date of the Permitted Sub-Lease, Lessee shall have provided Lessor with a copy of such Permitted Sub-Lease; (ii) Term: the term of the subleasePermitted Sub-Lease shall not be capable of extending beyond the Scheduled Expiry Date or Early Termination Date, whether by exercise by Sanofi of its 3-month renewal option as set forth in Exhibit B or by mutual agreement between Sanofi and Tenant to extend the original term for up to 3 months), and applicable; (iii) Tenant receives one or more payments from Sanofi in connection Form: a Permitted Sub-Lease shall: (A) not contain provisions inconsistent with such occupancy after December 31, 2011, then the only portion of such payment or payments that Landlord will be entitled to receive pursuant to the Excess Income provision provisions of the Lease will be (but may impose additional or more stringent obligations on any Permitted Sub-Lessee than are imposed on Lessee under the Lease), including but not limited to, the maintenance, insurance and operational provisions contained herein; (B) provide that portion that is equal to the Excess Income resulting from the amount of rent that Sanofi would have been required to pay pursuant to the sublease for occupying the Additional Premises as if the term no further subleases of the sublease had been extended pursuant Engine by such Permitted Sub-Lessee are permitted; and (C) include provisions substantially identical to its terms or by mutual agreement having substantially the same effect as the provisions hereof in respect to Engine maintenance and operational matters or provisions which, when combined with the obligations in respect of Sanofi Engine maintenance and Tenant for up operational matters that Lessee is to 3 months beyond continue to perform, are substantially identical hereto or have substantially the expiration of same effect as the original term provisions hereof (and not as a result of Sanofi holding over past but the term of the sublease). Tenant acknowledges that Landlord’s prior written consent shall be required for Permitted Sub-Lease may impose additional or more stringent obligations on any proposed extension of the sublease term other Permitted Sub-Lessee than the one 3-month renewal option set forth in Exhibit B. Landlord and Tenant agree further that, in addition to the other matters set forth in Section 16(A) of are imposed on Lessee under the Lease, it shall be reasonable for Landlord to withhold its consent to a sublease if the rental rate under such sublease is less than $49.00 per square foot of the subleased premises for the term of such sublease. Except as provided above with respect to a sublease to Sanofi, Excess Income, if any, for any sublease of the Additional Premises after January 1, 2012 shall be paid to Landlord in accordance with the terms of the Lease.);

Subleasing. Landlord agrees that it will provide its written consent (Provided no Default or Event of Default has occurred and is continuing, Lessee may, subject to the “Sublease Consent”) to a sublease of restrictions contained in Section 11.6, enter into Permitted Subleases for the Additional Premises by Tenant to sanofi-aventis U.S., Inc. (“Sanofi”) that is substantially consistent Aircraft with the terms of the letter of intent attached to this Third Amendment as Exhibit B (the “Proposed Sublease”), which Sublease Consent shall be on Landlord’s standard form of Consent to Sublease and include, among other things, the followingPermitted Sublessees provided that: (a) That Landlord neither approves nor disapproves The term of such Permitted Sublease is not for a period exceeding the terms, conditions Lease Term and agreements contained in the sublease, all of which shall be subordinate and subject to: (a) all expressly prohibit sub-subleasing of the covenants, agreements, terms, provisions Aircraft and conditions contained in any Item of Equipment independent of the Lease, (b) superior ground leases, mortgages, deeds of trust, or any other hypothecation or security now existing or hereafter placed upon the real property of which the Additional Premises are a part and to any and all advances secured thereby and to all renewals, modifications, consolidations, replacements and extensions thereof, and (c) all matters of record affecting the Additional Premises and all laws, ordinances and regulations now or hereafter affecting the Additional Premises.Airframe; (b) That nothing contained in the Sublease Consent or in the sublease shall be construed to modify, waive, impair, or affect any rights of the termsPermitted Sublessee under such Permitted Sublease are at all times expressly subject and subordinate to the rights of Lessor hereunder and to the interests of any Financing Parties and shall contain a provision substantially to the effect of: “Anything in this sublease to the contrary notwithstanding, covenants or conditions contained in the Lease (including Tenantsublessee’s obligation rights hereunder to obtain any required consents for any other or future sublettings)the possession, or to waive any breach thereof, or any rights or remedies of Landlord under the Lease against any person, firm, association or corporation liable for the performance thereof, or to enlarge or increase Landlord’s obligations or liabilities under the Lease. Tenant use and Landlord agree that 100% enjoyment of the Excess Income (as defined under Airframe, and if attached to the Lease) from a sublease of Airframe at the Additional Premises through December 31, 2011 shall be paid to Landlord, except if Tenant subleases to Sanofi, in which event 100% of the Excess Income from such sublease to Sanofi shall be paid to Landlord through the term of such sublease to Sanofi and any extension thereof. For clarity, if (i) Sanofi occupies the Additional Premises after December 31, 2011, (ii) such occupancy is a result of holding over past the term commencement of the sublease (rather than an extension of or if subsequently delivered to sublessee during the term of the sublease, whether by exercise by Sanofi of its 3-month renewal option as set forth in Exhibit B or by mutual agreement between Sanofi and Tenant to extend the original term for up to 3 months), and (iii) Tenant receives one or more payments from Sanofi in connection with such occupancy after December 31, 2011, then the only portion of such payment or payments that Landlord will be entitled to receive pursuant to the Excess Income provision of the Lease will be that portion that is equal to the Excess Income resulting from the amount of rent that Sanofi would have been required to pay pursuant to the sublease for occupying the Additional Premises as if the term of the sublease had been extended pursuant to its terms or by mutual agreement of Sanofi and Tenant for up to 3 months beyond the expiration of the original term (and not as a result of Sanofi holding over past the term of the sublease). Tenant acknowledges that Landlord’s prior written consent shall be required for any proposed extension of the sublease term other than the one 3-month renewal option set forth in Exhibit B. Landlord and Tenant agree further that, in addition to the other matters set forth in Section 16(A) of the Lease, it shall be reasonable for Landlord to withhold its consent to a sublease if the rental rate under such sublease is less than $49.00 per square foot of the subleased premises for the term of such sublease. Except as provided above with respect to a sublease to Sanofi, Excess Income, if any, for any sublease of the Additional Premises after January 1, 2012 shall be paid to Landlord Engines in accordance with the terms hereof shall be subject to the Aircraft Lease Agreement dated October 31, 2008, (the ‘Primary Lease’) between C.I.T. Leasing Corporation, as lessor (the ‘Primary Lessor’), and the sublessor hereunder, in respect of the Aircraft, Airframe and Engines, and the sublessee confirms and agrees that this sublease is in all respects subject and subordinate to the Primary Lease. Upon notice to the sublessee hereunder by the Primary Lessor that an Event of Default (as defined in the Primary Lease) has occurred and is continuing, and that the Primary Lease shall have been cancelled or terminated pursuant to the terms thereof, the Primary Lessor may, at its option, by written notice to the sublessee after the date of such cancellation or termination: (i) require the sublessee to enter into an agreement in form and substance satisfactory to the Primary Lessor, attorning to and recognizing the Primary Lessor, as the sublessor hereunder and reconfirming all of the obligations of the sublessee hereunder, or (ii) terminate this sublease and require prompt delivery by the sublessee of the Aircraft to the Primary Lessor, in accordance with the return provisions of this sublease. Unless the sublessee shall have received any such written notice from the Primary Lessor requiring attornment or terminating this sublease, the sublessee shall be and remain fully obligated hereunder notwithstanding the continuance of any Event of Default under the Primary Lease or the termination or cancellation thereof pursuant to the terms thereof.”; (c) If the Permitted Sublessee is not a U.S. Air Carrier, Lessee shall cause it to deliver to and for the benefit of Lessor at or prior to the delivery of the Aircraft under the Permitted Sublease a supplemental power of attorney for deregistration of the Aircraft; (d) Lessee and such Permitted Sublessee shall not enter into any amendments, modifications, waivers or the like of any provision of the Permitted Sublease without Lessor’s prior written consent and should such consent be granted, Lessee shall deliver to Lessor a copy of any such duly executed agreements between Lessee and such Permitted Sublessee in connection with the same; *** Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC (e) if necessary, Lessee and Permitted Sublessee shall authorize the filing of and deliver documents appropriate for perfection filings in State of Registration and such other jurisdictions as Lessor, in good faith, deems reasonable and appropriate, in form and substance satisfactory to Lessor, covering the interests of Lessee and such Permitted Sublessee under such Permitted Sublease, together with any other documents requested by Lessor to protect or perfect the interest of Lessor and any Financing Parties in the Permitted Sublease in the State of Registration and/or such other jurisdictions; (f) Lessee shall assign each Permitted Sublease and all rights and security deposits and maintenance and other reserves received thereunder to Lessor pursuant to a security assignment of the Permitted Sublease together with a consent and agreement of the Permitted Sublessee, each in form and substance satisfactory to Lessor and, if applicable, each Financing Party, as security for Lessee’s Obligations, and Lessor shall receive an opinion of Lessee’s counsel regarding the enforceability and perfection of the Permitted Sublease and such assignments for security and the consent and agreement or other assurances reasonably satisfactory to Lessor; (g) the provisions of each Permitted Sublease shall provide for benefits and protections to Lessee, as sublessor, which are (in respect of material terms and in the aggregate) not less advantageous to Lessee, as sublessor, than the benefits and protections provided to Lessor by the provisions of this Lease; and (h) Lessee shall (x) notify Lessor of the terms of each Permitted Sublease (and provide copies of the final drafts thereof) not less than ten (10) Business Days prior to the execution of such Permitted Sublease, and (y) furnish the “original” copy of such Permitted Sublease to Lessor as soon as possible after the execution thereof, but in any event prior to the delivery of the Aircraft to such Permitted Sublessee.

Subleasing. Landlord agrees The LESSEE has the ability to sublet all or part the spaces that are the object of the present contract, under the following reservations, to which it will provide its written consent (the “Sublease Consent”cannot make an exception, under threat of cancellation: 1) to a Any total or partial sublease of the Additional Premises space can be granted by Tenant the LESSEE only with prior written agreement from the LESSOR. 2) In case a sublease is authorized, the LESSEE shall be under obligation to sanofi-aventis U.S.respect the following conditions: - the sublease(s) granted should in no case expire later than the lease contract, Inc. (“Sanofi”) that is substantially consistent with the terms - all work of fittings or restoration in consequence of the letter subleases shall be charged exclusively to the LESSEE, likewise indemnities of intent attached all kinds that may be claimed by the sublessee for any reason whatever, - cancellation of the lease for whatever reason shall entail full cancellation of the subleases granted. - in case of default in the payment of amounts due from the lease contract, the LESSEE here and now authorizes the LESSOR to this Third Amendment as Exhibit B (receive directly any amounts due from its sublessees. - the “Proposed Sublease”)following clause shall be reproduced completely in any sublease contract granted by the LESSEE: "The right to use the rented spaces derives for the lessor from a lease contract that has been granted to it by the landlord, which Sublease Consent shall be will expire on Landlord’s standard form of Consent to Sublease and include, among other things, the following: (a) That Landlord neither approves nor disapproves the terms, conditions and agreements contained in the sublease, all of which shall be subordinate and subject to: (a) all of the covenants, agreements, terms, provisions and conditions contained in the Lease, (b) superior ground leases, mortgages, deeds of trust, or any other hypothecation or security now existing or hereafter placed upon the real property of which the Additional Premises are a part sublessee acknowledge being aware and undertakes to any and all advances secured thereby and observe the terms. "Prior to all renewalsthe present sublease, modificationsthe sublessee explicitly acknowledges having been informed that the sublease granted to it depends of the existence of the lease contract, consolidationsof which the lessor is the owner. "Because of this, replacements and extensions thereof, and (c) all matters of record affecting the Additional Premises and all laws, ordinances and regulations now or hereafter affecting the Additional Premises. (b) That nothing contained in the Sublease Consent or in the sublease shall be construed to modify, waive, impair, or affect any of the terms, covenants or conditions contained in the Lease (including Tenant’s obligation to obtain any required consents for any other or future sublettings), or to waive any breach thereof, or any rights or remedies of Landlord under the Lease against any person, firm, association or corporation liable for the performance thereof, or to enlarge or increase Landlord’s obligations or liabilities under the Lease. Tenant and Landlord agree that 100% of the Excess Income (as defined under the Lease) from a sublease of the Additional Premises through December 31, 2011 shall be paid to Landlord, except if Tenant subleases to Sanofi, in which event 100% of the Excess Income from such sublease to Sanofi shall be paid to Landlord through the term of such sublease to Sanofi and any extension thereof. For clarity, if (i) Sanofi occupies the Additional Premises after December 31, 2011, (ii) such occupancy is a result of holding over past expire irrevocably when the term of the sublease (rather than an extension lease contract matures, in the absence of options to sell being exercised by the term of lessor, or when it is cancelled for any reason. "In case the subleaselease contract expires without the lessor having exercised the option to sell or in case the lease contract is cancelled for any reason whatever, whether by exercise by Sanofi of its 3-month renewal option as set forth in Exhibit B or by mutual agreement between Sanofi the sublessee shall be required to vacate the rented premises immediately, without being able to oppose this through a right based on the present contract against the leasing company, which retains ownership. "The lessor and Tenant to extend the original term for up to 3 months), and (iii) Tenant receives one or more payments from Sanofi in connection with such occupancy after December 31, 2011, then the only portion of such payment or payments that Landlord will be entitled to receive pursuant sublessee shall secure to the Excess Income provision of landlord the Lease will be that portion that is equal to credit for the Excess Income sub-rents resulting from the amount of rent that Sanofi would have been present contract. "When first requested by the landlord, the sublessee shall be required to pay pursuant to it any amount that may be due to the sublease for occupying the Additional Premises as if the term of the sublease had been extended pursuant to its terms or by mutual agreement of Sanofi and Tenant for up to 3 months beyond the expiration of the original term (and not as a result of Sanofi holding over past the term of the sublease). Tenant acknowledges that Landlord’s prior written consent shall be required for any proposed extension of the sublease term other than the one 3-month renewal option set forth in Exhibit B. Landlord and Tenant agree further that, in addition to the other matters set forth in Section 16(A) of the Lease, it shall be reasonable for Landlord to withhold its consent to a sublease if the rental rate under such sublease is less than $49.00 per square foot of the subleased premises for the term of such sublease. Except as provided above with respect to a sublease to Sanofi, Excess Income, if any, for any sublease of the Additional Premises after January 1, 2012 shall be paid to Landlord in accordance with the terms of the Leaselessor."

Subleasing. Landlord agrees that it will provide its written consent (the “Sublease Consent”) A. Sublandlord does hereby sublease to a sublease of the Additional Premises by Tenant to sanofi-aventis U.S.Subtenant, Inc. (“Sanofi”) that is substantially consistent with the terms of the letter of intent attached to this Third Amendment as Exhibit B (the “Proposed Sublease”), which Sublease Consent shall be on Landlord’s standard form of Consent to Sublease and include, among other thingsSubtenant does hereby hire and take from Sublandlord, the following: (a) That Landlord neither approves nor disapproves Sublet Premises for the termsterm and on the conditions hereinafter set forth, conditions and agreements contained in the sublease, all of which shall be subordinate and subject to: (a) all of the covenants, agreements, terms, provisions and conditions contained in the Lease, (b) superior ground leases, mortgages, deeds of trust, or any other hypothecation or security now existing or hereafter placed upon the real property of which the Additional Premises are a part and to any and all advances secured thereby and to all renewals, modifications, consolidations, replacements and extensions thereof, and (c) all matters of record affecting the Additional Premises and all laws, ordinances and regulations now or hereafter affecting the Additional Premises. (b) That nothing contained in the Sublease Consent or in the sublease shall be construed to modify, waive, impair, or affect any of the terms, covenants or conditions contained in the Lease (including Tenant’s obligation to obtain any required consents for any other or future sublettings), or to waive any breach thereof, or any rights or remedies of Landlord under the Lease against any person, firm, association or corporation liable for the performance thereof, or to enlarge or increase Landlord’s obligations or liabilities under the Lease. Tenant and Landlord agree that 100% provisions of the Excess Income (as defined under the Main Lease) from a sublease of the Additional Premises through December 31, 2011 shall be paid to Landlord, except if Tenant subleases to Sanofi, in which event 100% of the Excess Income from such sublease to Sanofi shall be paid to Landlord through the as otherwise herein provided. B. The term of such sublease this Sublease shall commence on the date (hereinafter referred to Sanofi and any extension thereof. For clarity, if as the "Sublease Commencement Date") which is the later of (i) Sanofi occupies the Additional Premises after December 31date a fully executed copy of Landlord's consent, 2011, as provided for in Article 18 of this Sublease,is delivered to Subtenant and (ii) such occupancy is a result of holding over past the term date vacant broom clean possession of the sublease Sublet Premises is available to Subtenant and notice thereof has been given to Subtenant (rather than an extension of the term of the subleasewhich notice, whether by exercise by Sanofi of its 3-month renewal option as set forth notwithstanding anything in Exhibit B or by mutual agreement between Sanofi and Tenant to extend the original term for up to 3 months), and (iii) Tenant receives one or more payments from Sanofi in connection with such occupancy after December 31, 2011, then the only portion of such payment or payments that Landlord will be entitled to receive pursuant this Sublease to the Excess Income provision of the Lease will contrary, may be that portion that is equal to the Excess Income resulting from the amount of rent that Sanofi would have been required to pay pursuant to the hand-delivered) and shall expire at midnight on March 30, 2007, or or such earlier date on which this sublease for occupying the Additional Premises as if the term of the sublease had been extended may expire or be cancelled or terminated pursuant to its terms or as provided by mutual law (hereinafter referred to as the "Sublease Expiration Date"). When the Sublease Commencement Date has occurred and been established, Sublandlord and Subtenant shall, within thirty (30) days of a request by Sublandlord or Subtenant, execute an agreement of Sanofi and Tenant for up to 3 months beyond confirming such date as the expiration Sublease Commencement Date. Any failure of the original term (and parties to execute such agreement shall not as a result of Sanofi holding over past affect the term validity of the sublease). Tenant acknowledges that Landlord’s prior written consent shall be required for any proposed extension of Sublease Commencement Date, the sublease term other than the one 3-month renewal option set forth in Exhibit B. Landlord and Tenant agree further that, in addition Sublease Expiration Date or this Sublease. C. Notwithstanding anything to the other matters set forth contrary in Section 16(A) of the Leaseforegoing, it shall be Subtenant shall, upon prior reasonable for Landlord notice to withhold its consent Sublandlord, have access to a sublease if the rental rate under such sublease is less than $49.00 per square foot of Sublet Premises prior to the subleased premises Sublease Commencement Date solely for the term purpose of such sublease. Except as provided above with respect to a sublease to Sanofi, Excess Income, if any, for any sublease of the Additional Premises after January 1, 2012 shall be paid to Landlord in accordance with the terms of the Lease.measuring same

Subleasing. Landlord agrees that it will provide its written consent (With respect to the “Sublease Consent”) to a sublease Aircraft, Airframe or either Engine, at any time after the Bar Period, so long as no Payment Default, Bankruptcy Default or Event of Default has occurred and is continuing at the commencement of the Additional Premises by Tenant to sanofi-aventis U.S.lease term, Inc. (“Sanofi”) that is substantially consistent enter into a lease with the terms of the letter of intent attached to this Third Amendment as Exhibit B (the “Proposed Sublease”)any Permitted Air Carrier, which Sublease Consent shall be on Landlord’s standard form of Consent to Sublease and include, among other things, the followingbut only if: (a) That Landlord neither approves nor disapproves Lessee shall provide written notice to Lessor of Lessee’s intent to enter into a Permitted Sublease at least 10 days in advance of entering into such sublease, together with drafts of the termssublease documents, conditions and agreements contained a copy of the executed sublease documents promptly after the commencement thereof; provided, that in the subleaseevent of a Permitted Sublease to a wholly-owned operating subsidiary of Lessee or US Airways Group, all of which Inc. no advance notice or drafts shall be subordinate and subject to: (a) all of the covenants, agreements, terms, provisions and conditions contained in the Lease, (b) superior ground leases, mortgages, deeds of trust, or any other hypothecation or security now existing or hereafter placed upon the real property of which the Additional Premises are a part and to any and all advances secured thereby and to all renewals, modifications, consolidations, replacements and extensions thereof, and (c) all matters of record affecting the Additional Premises and all laws, ordinances and regulations now or hereafter affecting the Additional Premises.necessary; (b) That nothing contained At the time that Lessee enters into such Permitted Sublease, such Permitted Sublessee shall not be subject to any bankruptcy, insolvency, liquidation, reorganization, dissolution or similar proceeding, shall not have substantially all of its property in the Sublease Consent possession of any liquidator, trustee, receiver or similar person, shall be generally paying its debts as they become due, and, if such Permitted Sublessee is not a U.S. Air Carrier, shall have represented to Lessee in writing that it is not then seeking any reorganization or any readjustment of its debts; (c) Any such Permitted Sublease: (x) shall include provisions for the maintenance, operation, possession, inspection and insurance of, and removal of Liens on, the Aircraft that are not materially more permissive to the sublessee in any respect than the applicable provisions of this Lease (except to the extent that Lessee retains responsibility therefor), (y) shall be expressly subject and subordinate to all the terms of this Lease and to the rights, powers and remedies of Lessor hereunder and shall not require Lessor to qualify to do business in any jurisdiction in which Lessor is not otherwise required to do so, and (z) shall not permit any sub-subleasing of the Airframe or an Engine; (d) In connection with a sublease to a Permitted Foreign Air Carrier, Lessee shall have furnished Lessor an opinion of counsel (from reputable counsel selected by Lessee and reasonably satisfactory to Lessor) qualified in the country of domicile of such Permitted Foreign Air Carrier, that (i) the terms of such sublease are the legal, valid and binding obligations of the parties thereto enforceable under the Law of such jurisdiction, (ii) it is not necessary for Lessor to register or qualify to do business in such jurisdiction as a result, in whole or in part, of the proposed sublease, (iii) if the Aircraft is being registered in the jurisdiction of such Permitted Sublessee’s domicile the Law of such jurisdiction of domicile require fair compensation (as required by the terms of any then effective treaty or executive agreement to which the United States and such country are parties, or, in the absence of any such treaty or executive agreement, “just compensation” as used in Section 712 of the American Law Institute, Restatement of the Law Third, Restatement of Foreign Relations Law of the United States or any similar provision of any successor to such Restatement) by the government of such jurisdiction, payable in a currency freely convertible into Dollars, for the loss of title to the Aircraft, Airframe or Engines in the event of the requisition by such government of such title (unless Lessee shall provide insurance reasonably acceptable to Lessor in the amounts required with respect to hull insurance under Section 10 covering the requisition of title to the Aircraft, Airframe or Engines by the government of such jurisdiction so long as the Aircraft, Airframe or Engines are subject to such lease), (iv) the laws of such sublessee’s country of domicile would recognize Lessor’s title to the Aircraft, (v) the agreement of such Permitted Foreign Air Carrier that its rights under the sublease are subject and subordinate to all the terms of this Lease is enforceable against such Permitted Foreign Air Carrier under Applicable Laws, (vi) there exist no possessory rights in favor of the Permitted Foreign Air Carrier under such sublease under the Law of such Permitted Foreign Air Carrier’s country of domicile that would, upon bankruptcy, reorganization or other insolvency proceedings of or other default by Lessee and assuming that at such time such Permitted Foreign Air Carrier is not insolvent or bankrupt, prevent the return or repossession of the Aircraft in accordance with and when permitted by the terms of Section 14 hereof upon the exercise by Lessor of its remedies under Section 14 hereof, (vii) there is no strict tort liability imposed on owners or lessors with respect to an aircraft not in their possession in such jurisdiction (it being agreed that in the event such opinion cannot be given in a form reasonably satisfactory to the Lessor, such opinion shall be waived if insurance reasonably satisfactory to the Lessor is provided without cost to the Lessor to cover such risk), (viii) Lessor shall not be subject to adverse tax consequences (or in Lessor’s reasonable judgment, a substantial risk thereof) as a result of such sublease not otherwise indemnified for pursuant to the terms herein, except when Lessee then agrees to indemnify Lessor for such tax consequences in a manner reasonably satisfactory to Lessor, and (ix) the Permitted Foreign Air Carrier shall not be eligible to assert or shall effectively waive any right to sovereign immunity. (e) Lessee shall furnish to Lessor a certificate of its or the Permitted Sublessee’s insurance broker (so long as such broker is one of recognized international standing) to the effect that the insurance required by Section 10 is in effect at the time that the leased Aircraft, Airframe, or Engine is delivered to the Permitted Sublessee under such Permitted Sublease; (f) All necessary documents shall have been duly filed, registered or recorded in such public offices in the United States and in such country as may be required fully to preserve the title of Lessor in the Aircraft, Airframe and Engines; (g) Lessee shall reimburse Lessor for all of their reasonable out-of-pocket fees and expenses, including, without limitation, reasonable fees and disbursements of counsel, incurred by Lessor in connection with any such Permitted Sublease; (h) Any such Permitted Sublease shall, if for a term longer than 6 months, be assigned and delivered to Lessor as additional security for the payment and performance of Lessee’s obligations hereunder pursuant to an instrument of assignment reasonably satisfactory to Lessor and as to which Lessor’s security interest is perfected (and any such sublease entered into by Lessee and so collaterally assigned shall provide that any payments due under such sublease shall be construed paid by the sublessee directly to modifyLessee unless a Payment Default, waiveBankruptcy Default or Event of Default (as the case may be) exists and the sublessee has been notified by Lessor thereof in writing, impairin which case such payments shall be paid by the sublessee directly to Lessor for so long as such Payment Default, Bankruptcy Default or affect any Event of the terms, covenants or conditions contained in the Lease (including Tenant’s obligation to obtain any required consents for any other or future sublettings), or to waive any breach thereof, or any rights or remedies of Landlord under the Lease Default exists and may be applied against any person, firm, association or corporation liable for the performance thereof, or to enlarge or increase LandlordLessee’s obligations hereunder as and when due, but at such time as no Payment Default, Bankruptcy Default or liabilities under Event of Default exists and the Lease. Tenant and Landlord agree that 100% of the Excess Income (as defined under the Lease) from a sublease of the Additional Premises through December 31sublessee has been notified by Lessor thereof in writing, 2011 such amounts shall be paid to LandlordLessee to the extent not previously applied in accordance with the preceding sentence); provided, except if Tenant subleases to Sanofithat unless (x) a Payment Default, in which event 100% Bankruptcy Default or Event of the Excess Income from such sublease to Sanofi shall be paid to Landlord through the term of such sublease to Sanofi and any extension thereof. For clarity, if (i) Sanofi occupies the Additional Premises after December 31, 2011, (ii) such occupancy is a result of holding over past the term of the sublease (rather than an extension of the term of the sublease, whether by exercise by Sanofi of its 3-month renewal option as set forth in Exhibit B or by mutual agreement between Sanofi and Tenant to extend the original term for up to 3 months), Default exists and (iiiy) Tenant receives one or more payments from Sanofi unless stayed, Lessor is exercising remedies in connection with such occupancy after December 31default, 2011, then the only portion of such payment or payments that Landlord will Lessee shall be entitled to receive pursuant to the Excess Income provision exercise all of the Lease will be that portion that is equal to the Excess Income resulting from the amount of rent that Sanofi would have been required to pay pursuant to the sublease for occupying the Additional Premises as if the term rights of the sublease had been extended pursuant to its terms or by mutual agreement of Sanofi and Tenant for up to 3 months beyond the expiration of the original term (and not as a result of Sanofi holding over past the term of the sublease). Tenant acknowledges that Landlord’s prior written consent shall be required for any proposed extension of the sublease term other than the one 3-month renewal option set forth in Exhibit B. Landlord and Tenant agree further that, in addition to the other matters set forth in Section 16(A) of the Lease, it shall be reasonable for Landlord to withhold its consent to a sublease if the rental rate “sublessor” under such sublease is less than $49.00 per square foot to the exclusion of the subleased premises for the term of such sublease. Except as provided above with respect to a sublease to Sanofi, Excess Income, if any, for any sublease of the Additional Premises after January 1, 2012 shall be paid to Landlord in accordance with the terms of the LeaseLessor.

Subleasing. Landlord agrees that it will provide its written consent (Provided no Default or Event of Default has occurred and is continuing, Lessee may, subject to the “Sublease Consent”) to a sublease of restrictions contained in Section 11.6, enter into Permitted Subleases for the Additional Premises by Tenant to sanofi-aventis U.S., Inc. (“Sanofi”) that is substantially consistent Aircraft with the terms of the letter of intent attached to this Third Amendment as Exhibit B (the “Proposed Sublease”), which Sublease Consent shall be on Landlord’s standard form of Consent to Sublease and include, among other things, the followingPermitted Sublessees provided that: (a) That Landlord neither approves nor disapproves the terms, conditions term of such Permitted Sublease is not for a period exceeding the Lease Term and agreements contained in the sublease, all of which shall be subordinate and subject to: (a) all expressly prohibit sub-subleasing of the covenants, agreements, terms, provisions Aircraft and conditions contained in any Item of Equipment independent of the Lease, (b) superior ground leases, mortgages, deeds of trust, or any other hypothecation or security now existing or hereafter placed upon the real property of which the Additional Premises are a part and to any and all advances secured thereby and to all renewals, modifications, consolidations, replacements and extensions thereof, and (c) all matters of record affecting the Additional Premises and all laws, ordinances and regulations now or hereafter affecting the Additional Premises.Airframe; (b) That nothing contained in the Sublease Consent or in the sublease shall be construed to modify, waive, impair, or affect any rights of the termsPermitted Sublessee under such Permitted Sublease are at all times expressly subject and subordinate to the rights of Lessor hereunder and to the respective interests of Owner and any Financing Parties and shall contain a provision substantially to the effect of: “Anything in this sublease to the contrary notwithstanding, covenants or conditions contained in the Lease (including Tenantsublessee’s obligation rights hereunder to obtain any required consents for any other or future sublettings)the possession, or to waive any breach thereof, or any rights or remedies of Landlord under the Lease against any person, firm, association or corporation liable for the performance thereof, or to enlarge or increase Landlord’s obligations or liabilities under the Lease. Tenant use and Landlord agree that 100% enjoyment of the Excess Income (as defined under Airframe, and if attached to the Lease) from a sublease of Airframe at the Additional Premises through December 31, 2011 shall be paid to Landlord, except if Tenant subleases to Sanofi, in which event 100% of the Excess Income from such sublease to Sanofi shall be paid to Landlord through the term of such sublease to Sanofi and any extension thereof. For clarity, if (i) Sanofi occupies the Additional Premises after December 31, 2011, (ii) such occupancy is a result of holding over past the term commencement of the sublease (rather than an extension of or if subsequently delivered to sublessee during the term of the sublease, whether by exercise by Sanofi of its 3-month renewal option as set forth in Exhibit B or by mutual agreement between Sanofi and Tenant to extend the original term for up to 3 months), and (iii) Tenant receives one or more payments from Sanofi in connection with such occupancy after December 31, 2011, then the only portion of such payment or payments that Landlord will be entitled to receive pursuant to the Excess Income provision of the Lease will be that portion that is equal to the Excess Income resulting from the amount of rent that Sanofi would have been required to pay pursuant to the sublease for occupying the Additional Premises as if the term of the sublease had been extended pursuant to its terms or by mutual agreement of Sanofi and Tenant for up to 3 months beyond the expiration of the original term (and not as a result of Sanofi holding over past the term of the sublease). Tenant acknowledges that Landlord’s prior written consent shall be required for any proposed extension of the sublease term other than the one 3-month renewal option set forth in Exhibit B. Landlord and Tenant agree further that, in addition to the other matters set forth in Section 16(A) of the Lease, it shall be reasonable for Landlord to withhold its consent to a sublease if the rental rate under such sublease is less than $49.00 per square foot of the subleased premises for the term of such sublease. Except as provided above with respect to a sublease to Sanofi, Excess Income, if any, for any sublease of the Additional Premises after January 1, 2012 shall be paid to Landlord Engines in accordance with the terms hereof shall be subject to the Aircraft Lease Agreement dated 30 November 2009 (the ‘Primary Lease’) between CIT Aerospace International, as lessor (the ‘Primary Lessor’), and the sublessor hereunder, in respect of the Aircraft, Airframe and Engines, and the sublessee confirms and agrees that this sublease is in all respects subject and subordinate to the Primary Lease. Upon notice to the sublessee hereunder by the Primary Lessor that an Event of Default (as defined in the Primary Lease) has occurred and is continuing, and that the Primary Lease shall have been cancelled or terminated pursuant to the terms thereof, the Primary Lessor may, at its option, by written notice to the sublessee after the date of such cancellation or termination: (i) require the sublessee to enter into an agreement, in form and substance satisfactory to the Primary Lessor, recognising the Primary Lessor, as the sublessor hereunder and reconfirming all of the obligations of the sublessee hereunder, or (ii) terminate this sublease and require prompt delivery by the sublessee of the Aircraft to the Primary Lessor, in accordance with the return provisions of this sublease. Unless the sublessee shall have received any such written notice from the Primary Lessor requiring attornment or terminating this sublease, the sublessee shall be and remain fully obligated hereunder notwithstanding the continuance of any Event of Default under the Primary Lease or the termination or cancellation thereof pursuant to the terms thereof.”; (c) Lessee causes the Permitted Sublessee under the Permitted Sublease to deliver to and for the benefit of Lessor at or prior to the delivery of the Aircraft under the Permitted Sublease a supplemental power of attorney for deregistration of the Aircraft in the form delivered by Lessee to Lessor at Delivery; (d) Lessee and such Permitted Sublessee shall not enter into any amendments, modifications, waivers or the like of any provision of the Permitted Sublease without Lessor’s prior written consent and should such consent be granted, Lessee shall deliver to Lessor a copy of any such duly executed agreements between Lessee and such Permitted Sublessee in connection with the same; 38 ARTICLE 15 SUBLEASING AND WET LEASING (e) if necessary, Lessee and Permitted Sublessee shall authorise the filing of and deliver documents appropriate for perfection filings in the State of Registration and such other jurisdictions as Lessor, in good faith, deems reasonable and appropriate, in form and substance satisfactory to Lessor, covering the interests of Lessee and such Permitted Sublessee under such Permitted Sublease, together with any other documents requested by Lessor to protect or perfect the interest of Lessor, Owner and any Financing Parties in the Permitted Sublease in the State of Registration and/or such other jurisdictions; (f) Lessee shall assign each Permitted Sublease and all rights and security deposits and maintenance and other reserves received thereunder to Lessor pursuant to a security assignment of the Permitted Sublease together with a consent and agreement of the Permitted Sublessee, each in form and substance satisfactory to Lessor and, if applicable, Owner and each Financing Party, as security for Lessee’s Obligations, and Lessor shall receive an opinion of Lessee’s counsel regarding the enforceability and perfection of the Permitted Sublease and such assignments for security and the consent and agreement or other assurances reasonably satisfactory to Lessor; (g) the provisions of each Permitted Sublease shall provide for benefits and protections to Lessee, as sublessor, which are (in respect of material terms and in the aggregate) not less advantageous to Lessee, as sublessor, than the benefits and protections provided to Lessor by the provisions of this Lease; (h) Lessee shall (x) notify Lessor of the terms of each Permitted Sublease (and provide copies of the final drafts thereof) not less than fifteen (15) Business Days prior to the execution of such Permitted Sublease, and (y) furnish the “original” copy of such Permitted Sublease to Lessor as soon as possible after the execution thereof, but in any event prior to the delivery of the Aircraft to such Permitted Sublessee; and (i) Neither Lessee nor Permitted Sublessee shall register the sublease on the International Registry without Lessor’s prior consent, which consent shall not be unreasonably withheld.

Subleasing. Landlord agrees that it 8.1 Except as provided in Clause 8.3 below, Lessee will provide its not, at any time, without Lessor’s prior written consent consent, (which shall not be unreasonably withheld if the “Sublease Consent”conditions set out in Clause 8.2 are fully complied with) sublease, hire or otherwise part with the possession or operational control of any Engine other than for the purposes of Clause 5. 8.2 The following conditions must be undertaken before Lessor will consider consenting to a sublease the subleasing of an Engine to any Sublessee and fulfilled no later than the commencement date of the Additional Premises by Tenant to sanofi-aventis U.S., Inc. (“Sanofi”) that is substantially consistent with the terms of the letter of intent attached to this Third Amendment as Exhibit B (the “Proposed Sublease”), which Sublease Consent shall be on Landlord’s standard form of Consent to Sublease and include, among other things, the following:relevant Sublease:- (a) That Landlord neither approves nor disapproves the terms, conditions and agreements contained in the sublease, Lessee must remain primarily liable for all of which shall be subordinate and subject to: (a) all of the covenants, agreements, terms, provisions and conditions contained in the Lease, (b) superior ground leases, mortgages, deeds of trust, or any other hypothecation or security now existing or hereafter placed upon the real property of which the Additional Premises are a part and to any and all advances secured thereby and to all renewals, modifications, consolidations, replacements and extensions thereof, and (c) all matters of record affecting the Additional Premises and all laws, ordinances and regulations now or hereafter affecting the Additional Premises.its obligations under this Agreement; (b) That nothing contained the Sublease shall be subject and subordinate to all of the provisions of this Agreement and Sublessee shall acknowledge the same in writing; (c) Sublessee must have no greater rights than Lessee and the Sublessee must be obliged to discharge all of Lessee’s obligations hereunder; (d) the Sublease term must not extend beyond the Lease Period; (e) Sublessee shall be expressly prohibited from further subleasing the Engine; (f) the Engine must at all times remain subject to the Insurance; (g) the use, operation or location of the Engine in the country in which Sublessee’s principal place of business is located, must not violate the Insurances or the applicable laws of such country; (h) Lessee undertakes to use all commercially reasonable efforts to procure that each party who may become an Interested Third Party following the commencement of the proposed Sublease Consent enters into a Cooperation Agreement; (i) The Sublease shall contain a provision substantially similar to Clause 10.3 if the Sublessee is an entity organised in the United States or a state or subdivision thereof; and (j) Lessee will provide Lessor with the name, address and jurisdiction of organisation of Sublessee and the location of each subleased Engine, which address, jurisdiction and location will in no event be in a Prohibited Jurisdiction and which Sublessee shall in no event be a Prohibited Person. 8.3 If Sublessee is an entity organised in the United States or any state or subdivision thereof, the Engine shall not be delivered to such Sublessee until Lessor receives a copy of the Sublease duly executed. In the case of a Sublessee organised in the United States, the Sublease and this Agreement shall, upon or prior to delivery of the relevant Engine to Sublessee, be filed for recording with the FAA and all required financing statements shall have been filed and Lessor shall have received a legal opinion in a form and from FAA counsel satisfactory to Lessor to such effect. 8.4 Provided that no Relevant Event shall have occurred and be continuing and notwithstanding anything to the contrary set forth herein or in any Lease, Lessee shall be entitled to sublease the Engine, at any time and from time to time, to TACA International Airlines, S.A. or to an Affiliate provided however that any such sublease shall be construed subject and subordinate to modify, waive, impair, or affect any of this Agreement and the terms, covenants or conditions contained in the Lease (including Tenant’s obligation to obtain any required consents for any other or future sublettings), or to waive any breach thereof, or any rights or remedies of Landlord under the Lease against any person, firm, association or corporation liable for the performance thereof, or to enlarge or increase Landlord’s obligations or liabilities under the Lease. Tenant and Landlord agree that 100% of the Excess Income (as defined under the Lease) from a sublease of the Additional Premises through December 31, 2011 shall be paid to Landlord, except if Tenant subleases to Sanofi, in which event 100% of the Excess Income from such sublease to Sanofi shall be paid to Landlord through the term of such sublease to Sanofi and any extension thereof. For clarity, if (i) Sanofi occupies the Additional Premises after December 31, 2011, (ii) such occupancy is a result of holding over past the term of the sublease (rather than an extension of the term of the sublease, whether by exercise by Sanofi of its 3-month renewal option as set forth in Exhibit B or by mutual agreement between Sanofi and Tenant to extend the original term for up to 3 months), and (iii) Tenant receives one or more payments from Sanofi in connection with such occupancy after December 31, 2011, then the only portion of such payment or payments that Landlord will be entitled to receive pursuant to the Excess Income provision of the Lease will be that portion that is equal to the Excess Income resulting from the amount of rent that Sanofi would have been required to pay pursuant to the sublease for occupying the Additional Premises as if the term of the sublease had been extended pursuant to its terms or by mutual agreement of Sanofi and Tenant for up to 3 months beyond the expiration of the original term (and not as a result of Sanofi holding over past the term of the sublease). Tenant acknowledges that Landlord’s prior written consent shall be required for any proposed extension of the sublease term other than the one 3-month renewal option set forth in Exhibit B. Landlord and Tenant agree further that, in addition to the other matters set forth in Section 16(A) of the Lease, it shall be reasonable for Landlord to withhold its consent to a sublease if the rental rate under such sublease is less than $49.00 per square foot of the subleased premises for the term of such sublease. Except as provided above with respect to a sublease to Sanofi, Excess Income, if any, for any sublease of the Additional Premises after January 1, 2012 shall be paid to Landlord in accordance with the terms of the relevant Lease.

Subleasing. Landlord Provided no Lease Default or Lease Event of Default has occurred and is continuing, Lessee may sublease the Aircraft to a Permitted Sublessee pursuant to a sublease (a “Permitted Sublease”) provided the following conditions have been satisfied, each of which shall be required to be satisfied in relation to any Permitted Sublease prior to any subleasing pursuant to this Section: (i) the Permitted Sublessee shall not be Insolvent and the jurisdiction of operation of the Permitted Sublessee shall be ICAO Category 1 at the time of entry into the sublease; (ii) at least 15 Business Days prior to entering into any Permitted Sublease, Lessee shall give Lessor written notice, specifying the identity of the Permitted Sublessee, the term of the Permitted Sublease, the delivery date under the Permitted Sublease and the habitual base of the Permitted Sublessee; (iii) the term of the Permitted Sublease shall not be capable of extending beyond the Termination Date; (iv) a Permitted Sublease shall: (A) not contain provisions inconsistent with the provisions of this Agreement (but may impose additional or more stringent obligations on any Permitted Sublessee than are imposed on Lessee under this Agreement); and [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (B) provide that no further subleases of the Aircraft by such Permitted Sublessee are permitted; (v) where Lessor requires, Lessee’s rights under the Permitted Sublease shall be assigned to Lessor as security for Lessee’s obligations to Lessor hereunder. Lessee shall procure that the Sublessee provide an acknowledgment of such assignment to Lessor, and Lessee shall cause the Permitted Sublease to be registered on the International Registry with such registration being assigned to Lessor and the right to discharge the Permitted Sublease registration being transferred to Lessor. While no Lease Default or Lease Event of Default is continuing, Lessor agrees to promptly discharge any registered Permitted Sublease at the request of the Lessee, provided that Lessee would be within its rights to do so under such Permitted Sublease. In any case the Permitted Sublease shall provide that (aa) it is subject and subordinate to this Agreement in all respects and the rights of the Permitted Sublessee thereunder are subject and subordinate in all respects to the rights of Lessor to the Aircraft (subject to the Lessee’s right of quiet enjoyment under Section 3); (bb) prior to delivery of the Aircraft to the Permitted Sublessee (as a condition precedent thereof), the Permitted Sublessee shall provide an acknowledgement to Lessor, Owner Participant, Security Trustee, if any, and each Financier, if any, in a form reasonably satisfactory to Lessor, confirming its agreement to the assignment (if so required), and that its rights to possession of the Aircraft under the Permitted Sublease will terminate immediately upon the termination of the leasing of the Aircraft under this Agreement, and that it will provide redeliver the Aircraft to Lessor, upon notification from Lessor that a Lease Event of Default has occurred and that Lessor has, as a result thereof, terminated Lessee’s right to possession of the Aircraft under this Agreement; and (cc) Lessee may terminate such Permitted Sublease following the occurrence of a Lease Event of Default where Lessor has terminated the leasing of the Aircraft under this Agreement as a result thereof; (vi) Lessee shall remain primarily liable under this Agreement for the performance and observance of all its written consent obligations to the same extent as if no Permitted Sublease had been entered into; (vii) all insurance requirements under this Agreement shall be complied with either by Lessee or by the Permitted Sublessee as if references in the insurance provisions of this Agreement to the “Sublease Consent”) Lessee” were references to a sublease “the Permitted Sublessee” (and Lessee shall provide or cause the Permitted Sublessee to provide the insurance certificate and brokers’ letter of undertaking to Lessor at least three Business Days prior to the commencement of the Additional Premises by Tenant to sanofi-aventis U.S., Inc. Permitted Sublease); (“Sanofi”viii) that there shall be no change in the registration of the Aircraft from the United States unless all of the following requirements have been satisfied before the commencement of the Permitted Sublease: (A) the proposed new State of Registration is substantially consistent a country in which the Sublessee is incorporated; [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the terms Securities and Exchange Commission. (B) at Lessee’s cost, Lessee has entered into all documentation reasonably required by Lessor and Security Trustee to protect the interest of Lessor, Owner Participant, Security Trustee, if any, and Financiers, if any, in the Aircraft in the new State of Registration, including, without limitation, execution and delivery of a deregistration power of attorney in favor of Lessor, Owner Participant and/or Security Trustee (if the Permitted Sublessee is responsible (as the operator of the letter Aircraft) under any applicable Law in the new State of intent attached Registration for registering and deregistering the Aircraft); and (C) a Landing Charges Letter shall have been fully executed by Lessee and Permitted Sublessee, as applicable; (ix) [Reserved]. (x) Lessee shall provide to this Third Amendment as Exhibit B Lessor legal opinions, tax opinions (provided no tax opinion is required if the “Proposed Sublease”State of Registration remains the U.S.) and an opinion of Special FAA Counsel (in the case the State of Registration remains the U.S.), which Sublease Consent each in form and substance reasonably satisfactory to Lessor (at Lessee’s or the Permitted Sublessee’s expense) and addressed to Lessor, Owner Participant and Security Trustee, if any. Such legal opinions shall be on Landlord’s standard form of Consent to Sublease and includecover, among other things, the followingfollowing matters: (aI) That Landlord neither approves nor disapproves the termsterms of the Permitted Sublease, conditions the Subordination Acknowledgment and agreements contained the other documents executed and delivered in connection with the Permitted Sublease are legal, valid, binding and (subject to customary qualifications) enforceable in the subleaseState of Registration; (II) the Permitted Sublease is subject and subordinate to this Agreement in all respects and the rights of the Permitted Sublessee thereunder are subject and subordinate in all respects to the rights of Lessor and Owner Participant under this Agreement; (III) (in the case of a change in the State of Registration or habitual base) none of the Indemnified Parties are required to register or qualify to do business in the new State of Registration; (IV) neither the Indemnified Parties nor the payments under this Agreement are subject to any additional Taxes, for which they are not indemnified by Lessee; (V) all of which shall be subordinate filings and subject registrations as necessary or advisable have been made to: (i) establish the priority, legality, validity or enforceability of the obligations of Lessee under this Agreement and the Permitted Sublessee under the Permitted Sublease and (ii) fully protect, establish and perfect Lessor’s title to and Lessor’s and Security Trustee’s, [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. if any, interest in the Aircraft and their respective rights and interests hereunder and thereunder as against Lessee, the Permitted Sublessee and any third parties; and (VI) no value added, good and services, turnover, or sales or use Taxes will be chargeable in respect of any supply for such Tax purposes under any Operative Document for which Lessor or Owner Participant, as the case may be, is not indemnified hereunder; (xi) the foregoing opinion (a) all shall be forwarded promptly to Lessor and Owner Participant at least five Business Days prior to the effective date of the covenantsPermitted Sublease, agreements, terms, provisions and conditions contained in the Lease, (b) superior ground leasesmay, mortgagesif different opinions are required hereunder, deeds of trust, or any other hypothecation or security now existing or hereafter placed upon the real property of which the Additional Premises are be made by a part and single counsel qualified to any and all advances secured thereby and to all renewals, modifications, consolidations, replacements and extensions thereof, and (c) all matters of record affecting the Additional Premises and all laws, ordinances and regulations now or hereafter affecting the Additional Premises.render opinions in each such country; (bxii) That nothing contained in the Sublease Consent or in the sublease Lessee shall be construed co-operate with Lessor (at no cost to modify, waive, impair, or affect any of the terms, covenants or conditions contained in the Lease (including Tenant’s obligation to obtain any required consents for any other or future sublettings), or to waive any breach thereof, or any rights or remedies of Landlord under the Lease against any person, firm, association or corporation liable for the performance thereof, or to enlarge or increase Landlord’s obligations or liabilities under the Lease. Tenant and Landlord agree that 100% of the Excess Income (as defined under the LeaseLessor) from a sublease of the Additional Premises through December 31, 2011 shall be paid to Landlord, except if Tenant subleases to Sanofi, in which event 100% of the Excess Income from such sublease to Sanofi shall be paid to Landlord through the term of such sublease to Sanofi and any extension thereof. For clarity, if (i) Sanofi occupies the Additional Premises after December 31, 2011, (ii) such occupancy is a result of holding over past the term of the sublease (rather than an extension of the term of the sublease, whether by exercise by Sanofi of its 3-month renewal option as set forth in Exhibit B or by mutual agreement between Sanofi and Tenant to extend the original term for up to 3 months), and (iii) Tenant receives one or more payments from Sanofi in connection with such occupancy after December 31, 2011, then the only portion execution and filing of such payment any documents reasonably required by Lessor to be executed and filed from time to time with the International Registry and/or any registry or payments that Landlord will be entitled to receive pursuant to authority in the Excess Income provision State of the Lease will be that portion that is equal to the Excess Income resulting from the amount of rent that Sanofi would have been required to pay pursuant to the sublease for occupying the Additional Premises as if the term of the sublease had been extended pursuant to its terms or by mutual agreement of Sanofi and Tenant for up to 3 months beyond the expiration of the original term Registration (and not as a result any other appropriate place) in order to protect the interests, title and priority of Sanofi holding over past the term of the sublease). Tenant acknowledges that Landlord’s prior written consent shall be required for any proposed extension of the sublease term other than the one 3-month renewal option set forth in Exhibit B. Landlord and Tenant agree further thatLessor, in addition to the other matters set forth in Section 16(A) of the Lease, it shall be reasonable for Landlord to withhold its consent to a sublease if the rental rate under such sublease is less than $49.00 per square foot of the subleased premises for the term of such sublease. Except as provided above with respect to a sublease to Sanofi, Excess IncomeSecurity Trustee, if any, for any sublease and Financiers, if any, in and to the Aircraft, this Agreement or the Permitted Sublease and/or to ensure the validity, enforcement or priority thereof; (xiii) [Intentionally Omitted.] (xiv) Lessee will pay to Lessor, Security Trustee and Financiers on demand all reasonable out of pocket expenses (including reasonable legal and other costs) payable or incurred by Lessor and Financiers in connection with the review and approval of the Additional Premises documentation required pursuant to this section; and (xv) promptly after January 1its execution, 2012 Lessee shall be paid to Landlord in accordance provide Lessor with the terms original chattel paper counterpart of the LeasePermitted Sublease.