Common use of Subletting and Non-Disturbance Clause in Contracts

Subletting and Non-Disturbance. [Subject to Section 12.07 below, ]Tenant shall have the right to sublet the Premises or any portion thereof, without Landlord’s consent or approval, so long as Tenant shall remain liable under this Lease and Tenant delivers notice thereof to Landlord along with a copy of any such sublease. Upon the request of Tenant from time to time, if (a) the terms of a sublease were negotiated on an arm’s length basis with a third party not affiliated with Tenant; (b) the base minimum rent per square foot of the Premises or portion thereof sublet for the term of such sublease is equal to or greater than the Base Rent per square foot of the Premises under this Lease; (c) the terms of the sublease shall have substantially the same terms and conditions as this Lease, including, without limitation, the same lease term, rent escalations, covenants, escrows and reserves and financial reporting requirements; (d) the tenant under the sublease at the time of the sublease (i) has an investment rating of “BBB” or better from Standard and Poor’s (or an equivalent rating or shadow rating from another nationally recognized statistical rating service) or (ii) at the time of the proposed sublease, is a reputable, creditworthy tenant and meets or exceeds an EBITDAR Ratio (calculated on a trailing twelve (12) month basis at the time of such test) of 1.25 to 1; or (iii) at the time of the proposed sublease, has a Tangible Net Worth of at least Twenty Five Million Dollars ($25,000,000), (provided, however, that Tenant may satisfy any one of the foregoing conditions of tenant under the sublease set forth in (d)(i), (ii) or (iii) above by providing, or causing to be provided, a guaranty (in form and substance reasonably acceptable to and approved by Landlord in writing, such approval not to be unreasonably withheld or delayed) from an entity that meets any of the foregoing requirements); (e) the sublease contains no other material provisions that (i) benefit the subtenant and are unusual for a “market” sublease of the type in question and (ii) are materially adverse to a landlord; (f) Tenant provides Landlord with an officer’s certificate of Tenant certifying compliance with the criteria in subsections (a) through (e), and attaching a schedule of rent calculations and other details supporting the certifications, in the form attached hereto as Schedule 12.03, (g) the sublease is for not less than 30,000 rentable square feet of Building space, (h) regardless of the size of the subleased space, portions of the remaining Premises have free and unrestricted access to common areas and facilities, such as loading docks, trash/recycling facilities, restrooms and proportionate storefront visibility and (i) any such sublease does not cause a violation of any applicable Laws, Legal Requirements, REAs [or Overleases] or cause a violation of any restrictive covenants affecting the Premises, then Landlord shall execute and deliver to such subtenant a written agreement substantially in the form attached hereto as Exhibit D (an “NDA”), to the effect that, notwithstanding the termination of this Lease or Tenant’s possessory and other rights and obligations under this Lease by Landlord, so long as such subtenant shall continue to observe and perform all of its obligations under a sublease, such subtenant and the rights of subtenant under any sublease shall not be disturbed by Landlord but shall continue in full force and effect, Landlord shall assume the obligations of the landlord under the sublease and no Default under this Lease shall apply to any such sublease. For avoidance of doubt, the payment by Tenant to a subtenant of a tenant allowance at the execution of the sublease shall not be considered unusual. In the event of a termination of this Lease, any sublease for which a NDA has been executed and delivered by Landlord shall continue in full force and effect as a direct lease between Landlord and subtenant, subject to the terms of such NDA. Landlord agrees to execute, and to use commercially reasonable efforts to cause its Mortgagee to execute, such documentation as may be reasonably required to effectuate the non-disturbance contemplated herein, including, without limitation, estoppel letters, recognition agreements and a non disturbance agreement, substantially in the form attached hereto as Exhibit D.

Subletting and Non-Disturbance. [Subject to Section 12.07 below, ]Tenant shall have the right to sublet the Premises or any portion thereofof the Premises, without Landlord’s consent or approval, so long as Tenant shall remain liable under this Lease and Tenant delivers notice thereof to Landlord along with a copy of any such sublease. Upon the request of Tenant from time to time, if (a) the terms of a sublease were negotiated on an arm’s length basis with a third party not affiliated with Tenant; (b) the base minimum rent per square foot of the portion of the Premises or portion thereof sublet for the term of such sublease is equal to or greater than the Base Rent per square foot of the Premises under this Leaseamount as determined in accordance with Exhibit B; (c) the terms of the sublease shall have substantially the same terms and conditions as this Lease, including, without limitation, the same lease term, rent escalations, covenants, escrows and reserves and financial reporting requirementsrequirements (except for such provisions which by their terms are not applicable to such Premises sublet); (d) the tenant under the sublease at the time of the sublease (i) has an investment rating of “BBB” or better from Standard and Poor’s (or an equivalent rating or shadow rating from another nationally recognized statistical rating service) or (ii) at the time of the proposed sublease, is a reputable, creditworthy tenant and meets or exceeds an EBITDAR Ratio (calculated on a trailing twelve (12) month basis at the time of such test) of 1.25 to 1; or (iii) at the time of the proposed sublease, has a Tangible Net Worth of at least Twenty Five Million Dollars ($25,000,000), (provided, however, that Tenant may satisfy any one of the foregoing conditions of tenant under the sublease set forth in (d)(i), (ii) or (iii) above by providing, or causing to be provided, a guaranty (in form and substance reasonably acceptable to and approved by Landlord in writing, such approval not to be unreasonably withheld or delayed) from an entity that meets any of the foregoing requirements); , (e) the sublease contains no other material provisions that (i) benefit the subtenant and are unusual for a “market” sublease of the type in question and (ii) are materially adverse to a landlord; , and (f) Tenant provides Landlord with an officer’s certificate of Tenant certifying compliance with the criteria in subsections (a) through (e), and attaching a schedule of rent calculations and other details supporting the certifications, in the form attached hereto as Schedule 12.03, (g) the sublease is for not less than 30,000 rentable square feet of Building space, (h) regardless of the size of the subleased space, portions of the remaining Premises have free and unrestricted access to common areas and facilities, such as loading docks, trash/recycling facilities, restrooms and proportionate storefront visibility and (i) any such sublease does not cause a violation of any applicable Laws, Legal Requirements, REAs [or Overleases] or cause a violation of any restrictive covenants affecting the Premises, then Landlord shall execute and deliver to such subtenant a written agreement substantially in the form attached hereto as Exhibit D (an “NDA”), to the effect that, notwithstanding the termination of this Lease or Tenant’s possessory and other rights and obligations under this Lease by Landlord, so long as such subtenant shall continue to observe and perform all of its obligations under a sublease, such subtenant and the rights of subtenant under any sublease shall not be disturbed by Landlord but shall continue in full force and effect, Landlord shall assume the obligations of the landlord under the sublease and no the provisions of Section 16.01(j) or any other Default under this Lease shall not apply to any such sublease. For avoidance of doubt, the payment by Tenant to a subtenant of a tenant allowance at the execution of the sublease shall not be considered unusual. In the event of a termination of this Lease, any sublease for which a NDA has been executed and delivered by Landlord shall continue in full force and effect as a direct lease between Landlord and subtenant, subject to the terms of such NDA. Landlord agrees to execute, and to use commercially reasonable efforts to cause its Mortgagee to execute, such documentation as may be reasonably required to effectuate the non-disturbance contemplated herein, including, without limitation, estoppel letters, recognition agreements and a non non-disturbance agreement, substantially in the form attached hereto as Exhibit D.

Subletting and Non-Disturbance. [Subject to Section 12.07 below, ]Tenant shall have the right to sublet the Premises or any portion thereofof the Premises, without Landlord’s consent or approval, so long as Tenant shall remain liable under this Lease and Tenant delivers notice thereof to Landlord along with a copy of any such sublease. Upon the request of Tenant from time to time, if (a) the terms of a sublease were negotiated on an arm’s length basis with a third party not affiliated with Tenant; (b) the base minimum rent per square foot of the portion of the Premises or portion thereof sublet for the term of such sublease is equal to or greater than the Base Rent per square foot of the Premises under this Leaseamount as determined in accordance with Exhibit B; (c) the terms of the sublease shall have substantially the same terms and conditions as this Lease, including, without limitation, the same lease term, rent escalations, covenants, escrows and reserves and financial reporting requirementsrequirements (except for such provisions which by their terms are not applicable to such Premises sublet); (d) the tenant under the sublease at the time of the sublease (i) has an investment rating of “BBB” or better from Standard and Poor’s (or an equivalent rating or shadow rating from another nationally recognized statistical rating service) or (ii) at the time of the proposed sublease, is a reputable, creditworthy tenant and meets or exceeds an EBITDAR Ratio (calculated on a trailing twelve (12) month basis at the time of such test) of 1.25 to 1tenant; or (iii) at the time of the proposed sublease, has a Tangible Net Worth of at least Twenty Five Fifteen Million Dollars ($25,000,00015,000,000), (provided, however, that Tenant may satisfy any one of the foregoing conditions of tenant under the sublease set forth in (d)(i), (ii) or (iii) above by providing, or causing to be provided, a guaranty (in form and substance reasonably acceptable to and approved by Landlord in writing, such approval not to be unreasonably withheld or delayed) from an entity that meets any of the foregoing requirements); , (e) the sublease contains no other material provisions that (i) benefit the subtenant and are unusual for a “market” sublease of the type in question and (ii) are materially adverse to a landlord; , and (f) Tenant provides Landlord with an officer’s certificate of Tenant certifying compliance with the criteria in subsections (a) through (e), and attaching a schedule of rent calculations and other details supporting the certifications, in the form attached hereto as Schedule 12.03, (g) the sublease is for not less than 30,000 rentable square feet of Building space, (h) regardless of the size of the subleased space, portions of the remaining Premises have free and unrestricted access to common areas and facilities, such as loading docks, trash/recycling facilities, restrooms and proportionate storefront visibility and (i) any such sublease does not cause a violation of any applicable Laws, Legal Requirements, REAs [or Overleases] or cause a violation of any restrictive covenants affecting the Premises, then Landlord shall execute and deliver to such subtenant a written agreement substantially in the form attached hereto as Exhibit D (an “NDA”), to the effect that, notwithstanding the termination of this Lease or Tenant’s possessory and other rights and obligations under this Lease by Landlord, so long as such subtenant shall continue to observe and perform all of its obligations under a sublease, such subtenant and the rights of subtenant under any sublease shall not be disturbed by Landlord but shall continue in full force and effect, Landlord shall assume the obligations of the landlord under the sublease and no the provisions of Section 16.01(j) or any other Default under this Lease shall not apply to any such sublease. For avoidance of doubt, the payment by Tenant Xxxxxx to a subtenant of a tenant allowance at the execution of the sublease shall not be considered unusual. In the event of a termination of this Lease, any sublease for which a NDA has been executed and delivered by Landlord shall continue in full force and effect as a direct lease between Landlord and subtenant, subject to the terms of such NDA. Landlord Xxxxxxxx agrees to execute, and to use commercially reasonable efforts to cause its Mortgagee to execute, such documentation as may be reasonably required to effectuate the non-disturbance contemplated herein, including, without limitation, estoppel letters, recognition agreements and a non non-disturbance agreement, substantially in the form attached hereto as Exhibit D.

Subletting and Non-Disturbance. [Subject to Section 12.07 below, ]Tenant shall have the right to sublet the Premises any Property Location or any portion thereof, without Landlord’s consent or approval, so long as Tenant shall remain liable under this Lease and Tenant delivers notice thereof to Landlord along with a copy of any such sublease. Upon the request of Tenant from time to time, if (a) the terms of a sublease were negotiated on an arm’s length basis with a third party not affiliated with Tenant; (b) the base minimum rent per square foot of the Premises Property Location or portion thereof sublet for the term of such sublease is equal to or greater than the Base Rent per square foot of the Premises under this LeaseAllocation PSF (as defined below) for such Property Location; (c) the terms of the sublease shall have substantially the same terms and conditions as this Lease, including, without limitation, the same lease termterm (as applicable to the applicable Property Location), rent escalations, covenants, escrows and reserves and financial reporting requirementsrequirements (except for such provisions which by their terms are not applicable to such Property Location sublet); (d) the tenant under the sublease at the time of the sublease (i) has an investment rating of “BBB” or better from Standard and Poor’s (or an equivalent rating or shadow rating from another nationally recognized statistical rating service) or (ii) at the time of the proposed sublease, is a reputable, creditworthy tenant and meets or exceeds an EBITDAR Ratio (calculated on a trailing twelve (12) month basis at the time of such test) of 1.25 to 1; or (iii) at the time of the proposed sublease, has a Tangible Net Worth of at least Twenty Five Million Dollars ($25,000,000), (provided, however, that Tenant may satisfy any one of the foregoing conditions of tenant under the sublease set forth in (d)(i), (ii) or (iii) above by providing, or causing to be provided, a guaranty (in form and substance reasonably acceptable to and approved by Landlord in writing, such approval not to be unreasonably withheld or delayed) from an entity that meets any of the foregoing requirements); , (e) the sublease contains no other material provisions that (i) benefit the subtenant and are unusual for a “market” sublease of the type in question and (ii) are materially adverse to a landlord; , and (f) Tenant provides Landlord with an officer’s certificate of Tenant certifying compliance with the criteria in subsections (a) through (e), and attaching a schedule of rent calculations and other details supporting the certifications, in the form attached hereto as Schedule 12.03, (g) the sublease is for not less than 30,000 rentable square feet of Building space, (h) regardless of the size of the subleased space, portions of the remaining Premises have free and unrestricted access to common areas and facilities, such as loading docks, trash/recycling facilities, restrooms and proportionate storefront visibility and (i) any such sublease does not cause a violation of any applicable Laws, Legal Requirements, REAs [or Overleases] or cause a violation of any restrictive covenants affecting the Premises, then Landlord shall execute and deliver to such subtenant a written agreement substantially in the form attached hereto as Exhibit D (an “NDA”), to the effect that, notwithstanding PHIL1 681004v.14 the termination of this Lease or Tenant’s possessory and other rights and obligations under this Lease by Landlord, so long as such subtenant shall continue to observe and perform all of its obligations under a sublease, such subtenant and the rights of subtenant under any sublease shall not be disturbed by Landlord but shall continue in full force and effect, Landlord shall assume the obligations of the landlord under the sublease and no Default under this Lease shall apply to any such sublease. For avoidance of doubt, the payment by Tenant to a subtenant of a tenant allowance at the execution of the sublease shall not be considered unusual. In the event of a termination of this Lease, any sublease for which a NDA has been executed and delivered by Landlord shall continue in full force and effect as a direct lease between Landlord and subtenant, subject to the terms of such NDA. Landlord agrees to execute, and to use commercially reasonable efforts to cause its Mortgagee to execute, such documentation as may be reasonably required to effectuate the non-disturbance contemplated herein, including, without limitation, estoppel letters, recognition agreements and a non disturbance agreement, substantially in the form attached hereto as Exhibit D.D. As used in this Lease the “Base Rent Allocation PSF for any Property Location means the Base Rent Allocation for such Property Location divided by the square footage of the building on such Property Location as set forth in Exhibit M.

Subletting and Non-Disturbance. [Subject to Section 12.07 below, ]Tenant shall have the right to sublet the Premises or any portion thereofof the Premises, without Landlord’s consent or approval, so long as Tenant shall remain liable under this Lease and Tenant delivers notice thereof to Landlord along with a copy of any such sublease. Upon the request of Tenant from time to time, if (a) the terms of a sublease were negotiated on an arm’s length basis with a third party not affiliated with Tenant; (b) the base minimum rent per square foot of the portion of the Premises or portion thereof sublet for the term of such sublease is equal to or greater than the Base Rent per square foot of the Premises under this Leaseamount as determined in accordance with Exhibit B; (c) the terms of the sublease shall have substantially the same terms and conditions as this Lease, including, without limitation, the same lease term, rent escalations, covenants, escrows and reserves and financial reporting requirementsrequirements (except for such provisions which by their terms are not applicable to such Premises sublet); (d) the tenant under the sublease at the time of the sublease (i) has an investment rating of “BBB” BBB or better from Standard and Poor’s (or an equivalent rating or shadow rating from another nationally recognized statistical rating service) or (ii) at the time of the proposed sublease, is a reputable, creditworthy tenant [and ShopKo only – meets or exceeds an EBITDAR Ratio (calculated on a trailing twelve (12) month basis at the time of such test) of 1.25 to 1]; or (iii) at the time of the proposed sublease, has a Tangible Net Worth of at least Twenty Five Million Dollars ([ShopKo - $25,000,000), ; Pamida - $15,000,000] (provided, however, that Tenant may satisfy any one of the foregoing conditions of tenant under the sublease set forth in (d)(i), (ii) or (iii) above by providing, or causing to be provided, a guaranty (in form and substance reasonably acceptable to and approved by Landlord in writing, such approval not to be unreasonably withheld or delayed) from an entity that meets any of the foregoing requirements); , (e) the sublease contains no other material provisions that (i) benefit the subtenant and are unusual for a “market” sublease of the type in question and (ii) are materially adverse to a landlord; , and (f) Tenant provides Landlord with an officer’s certificate of Tenant certifying compliance with the criteria in subsections (a) through (e), and attaching a schedule of rent calculations and other details supporting the certifications, in the form attached hereto as Schedule 12.03, (g) the sublease is for not less than 30,000 rentable square feet of Building space, (h) regardless of the size of the subleased space, portions of the remaining Premises have free and unrestricted access to common areas and facilities, such as loading docks, trash/recycling facilities, restrooms and proportionate storefront visibility and (i) any such sublease does not cause a violation of any applicable Laws, Legal Requirements, REAs [or Overleases] or cause a violation of any restrictive covenants affecting the Premises, then Landlord shall execute and deliver to such subtenant a written agreement agreement, substantially in the form attached hereto as Exhibit D (an “NDA”)D, to the effect that, notwithstanding the termination of this Lease or Tenant’s possessory and other rights and obligations under this Lease by Landlord, so long as such subtenant shall continue to observe and perform all of its obligations under a sublease, such subtenant and the rights of subtenant under any sublease shall not be disturbed by Landlord but shall continue in full force and effect, Landlord shall assume the obligations of the landlord under the sublease so long as such subtenant shall continue to observe and no perform all of its obligations under a sublease, and the provisions of Section 16.01(j) or any other Default under this Lease shall not apply to any such subleasesublease (an “NDA”). For avoidance of doubt, the payment by Tenant to a subtenant of a tenant allowance at the execution of the sublease shall not be considered unusual. In the event of a termination of this Lease, any sublease for which a NDA has been executed and delivered by Landlord shall continue in full force and effect as a direct lease between Landlord and subtenant, subject to the terms of such NDA. Landlord agrees to execute, and to use commercially reasonable efforts to cause its Mortgagee to execute, such documentation as may be reasonably required to effectuate the non-disturbance contemplated herein, including, without limitation, estoppel letters, recognition agreements and a non non-disturbance agreementagreements, substantially in the form attached hereto as Exhibit D.

Subletting and Non-Disturbance. [Subject to Section 12.07 below, ]Tenant shall have the right to sublet the Premises any Property Location or any portion thereof, without Landlord’s consent or approval, so long as Tenant shall remain liable under this Lease and Tenant delivers notice thereof to Landlord along with a copy of any such sublease. Upon the request of Tenant from time to time, if (a) the terms of a sublease were negotiated on an arm’s length basis with a third party not affiliated with Tenant; (b) the base minimum rent per square foot of the Premises Property Location or portion thereof sublet for the term of such sublease is equal to or greater than the Base Rent per square foot of the Premises under this LeaseAllocation PSF (as defined below) for such Property Location; (c) the terms of the sublease shall have substantially the same terms and conditions as this Lease, including, without limitation, the same lease termterm (as applicable to the applicable Property Location), rent escalations, covenants, escrows and reserves and financial reporting requirementsrequirements (except for such provisions which by their terms are not applicable to such Property Location sublet); (d) the tenant under the sublease at the time of the sublease (i) has an investment rating of “BBB” or better from Standard and Poor’s (or an equivalent rating or shadow rating from another nationally recognized statistical rating service) or (ii) at the time of the proposed sublease, is a reputable, creditworthy tenant and meets or exceeds an EBITDAR Ratio (calculated on a trailing twelve (12) month basis at the time of such test) of 1.25 to 1; or (iii) at the time of the proposed sublease, has a Tangible Net Worth of at least Twenty Five Million Dollars ($25,000,000), (provided, however, that Tenant may satisfy any one of the foregoing conditions of tenant under the sublease set forth in (d)(i), (ii) or (iii) above by providing, or causing to be provided, a guaranty (in form and substance reasonably acceptable to and approved by Landlord in writing, such approval not to be unreasonably withheld or delayed) from an entity that meets any of the foregoing requirements); , (e) the sublease contains no other material provisions that (i) benefit the subtenant and are unusual for a “market” sublease of the type in question and (ii) are materially adverse to a landlord; , and (f) Tenant provides Landlord with an officer’s certificate of Tenant certifying compliance with the criteria in subsections (a) through (e), and attaching a schedule of rent calculations and other details supporting the certifications, in the form attached hereto as Schedule 12.03, (g) the sublease is for not less than 30,000 rentable square feet of Building space, (h) regardless of the size of the subleased space, portions of the remaining Premises have free and unrestricted access to common areas and facilities, such as loading docks, trash/recycling facilities, restrooms and proportionate storefront visibility and (i) any such sublease does not cause a violation of any applicable Laws, Legal Requirements, REAs [or Overleases] or cause a violation of any restrictive covenants affecting the Premises, then Landlord shall execute and deliver to such subtenant a written agreement substantially in the form attached hereto as Exhibit D (an “NDA”), to the effect that, notwithstanding the termination of this Lease or Tenant’s possessory and other rights and obligations under this Lease by Landlord, so long as such subtenant shall continue to observe and perform all of its obligations under a sublease, such subtenant and the rights of subtenant under any sublease shall not be disturbed by Landlord but shall continue in full force and effect, Landlord shall assume the obligations of the landlord under the sublease and no Default under this Lease shall apply to any such sublease. For avoidance of doubt, the payment by Tenant to a subtenant of a tenant allowance at the execution of the sublease shall not be considered unusual. In the event of a termination of this Lease, any sublease for which a NDA has been executed and delivered by Landlord shall continue in full force and effect as a direct lease between Landlord and subtenant, subject to the terms of such NDA. Landlord agrees to execute, and to use commercially reasonable efforts to cause its Mortgagee to execute, such documentation as may be reasonably required to effectuate the non-disturbance contemplated herein, including, without limitation, estoppel letters, recognition agreements and a non disturbance agreement, substantially in the form attached hereto as Exhibit D.D. As used in this Lease the “Base Rent Allocation PSF for any Property Location means the Base Rent Allocation for such Property Location divided by the square footage of the building on such Property Location as set forth in Exhibit M.