Common use of SUBLETTING Clause in Contracts

SUBLETTING. Tenant shall not sublet any or all of the Property without the prior written consent of Landlord, which may be withheld by Landlord in its sole discretion and any such purported subletting shall be void; provided, however, that Tenant may, without Landlord’s consent, sublet to an Affiliate of Tenant (a “Sublease” and each subtenant thereunder, a “Subtenant”) so long as each Sublease contains the following provisions: (i) the Sublease is subject and subordinate to this Lease; (ii) the Sublease shall not contain any terms inconsistent with this Lease (or if so, the terms of this Lease shall control); (iii) the rent due under any Sublease shall be fixed rent and shall not be based on the net profits of any Subtenant; (iv) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof); (v) Tenant shall at all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) shall not (A) be for a term of more than one year, provided it may auto-renew on a year-to-year (or shorter) basis, so long as not more than 90 days’ prior written notice is required to terminate the such Sublease prior to the applicable auto-renewal, or (B) be for a term of more than three years but shall be terminable by Tenant upon 90 days' notice with or without cause. Tenant covenants and agrees that: (A) Tenant shall observe and timely perform all of its obligations as the landlord or sublandlord under each Sublease in compliance with the terms thereof; (B) Tenant shall promptly provide Landlord with any notice of default received from Tenant by any Subtenant or any notice of default sent by Tenant to any Subtenant; (C) Tenant shall furnish Landlord with any and all information requested by Landlord reasonably necessary for a determination of the status of any Sublease; (D) Tenant shall provide Landlord with copies of each Sublease and any amendments thereto within five (5) Business Days of execution thereof; and (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such Sublease.

SUBLETTING. Tenant shall may not sublet the Leased Premises or any or all of the Property part thereof without the prior written consent of Landlord, which may shall not be withheld unreasonably withheld. In any event, Tenant shall not advertise or publicize the Leased Premises for subletting whether through a broker, agent, representative or otherwise at a rental rate less than that for which space in the Europa Center is being offered for rent by Landlord. If Tenant seeks to sublet all or any part of the Leased Premises, then the following shall apply: (1) Prior to entering into any sublease, Tenant shall notify Landlord in writing of its sole discretion and intent to sublet all or a portion of the Leased Premises, such notice to include a copy of the proposed sublease. At any such purported subletting time within fifteen (15) business days afer service of said notice, Landlord shall be void; provided, however, that notify Tenant may, without Landlord’s consent, sublet to an Affiliate of Tenant (a “Sublease” and each subtenant thereunder, a “Subtenant”) so long as each Sublease contains the following provisionsthat: (i) it consents to the Sublease is subject and subordinate to this Leasesublease; or (ii) it refuses to consent to the Sublease shall not contain any terms inconsistent with this Lease (sublease; or if so, the terms of this Lease shall control); (iii) with respect to a proposed sublease of the rent due under any Sublease entire Rented Space, that it terminates this Lease effective as of the beginning of the proposed sublease term, which Landlord shall be fixed rent and shall not be based on fully empowered to do, at Landlord's option, if Tenant seeks to sublet the net profits of any Subtenantentire Rented Space; or (iv) with respect to a proposed sublease of part of the Sublease shall terminate upon Rented Space, that, effective as of the expiration or sooner termination beginning of this the sublease term, it amends the Lease (including any renewals hereof); (v) Tenant shall at to reduce the Rented Space by the portion of the Rented Space proposed to be sublet and further amends the Lease because of the reduction of the Rented Space so that all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) shall not (A) be for a term of more than one year, provided it may auto-renew on a year-to-year (or shorter) basis, so long as not more than 90 days’ prior written notice is required to terminate the such Sublease prior calculated items are reduced proportionately to the applicable auto-renewal, or (B) be for a term of more than three years but shall be terminable by Tenant upon 90 days' notice with or without cause. Tenant covenants and agrees that: (A) Tenant shall observe and timely perform all of its obligations as reduction in the landlord or sublandlord under each Sublease in compliance with the terms thereof; (B) Tenant shall promptly provide Landlord with any notice of default received from Tenant by any Subtenant or any notice of default sent by Tenant to any Subtenant; (C) Tenant shall furnish Landlord with any and all information requested by Landlord reasonably necessary for a determination Rentable Square Feet of the status of any Sublease; (D) Tenant shall provide Landlord with copies of each Sublease and any amendments thereto within five (5) Business Days of execution thereof; and (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such SubleaseRented Space.

SUBLETTING. ASSIGNMENTS. Tenant shall not transfer, assign or encumber this Agreement, or sublet the Leased Premises or any or all of the Property part thereof, without in each case obtaining the prior written consent of the Landlord. In the event Landlord consents to subletting of the Leased Premises, which may be withheld any and all rents or other consideration for any reason received by Landlord Tenant in its sole discretion and any such purported subletting excess of the rents required under this Agreement shall be void; providedconstrued as part of the Base Rent payable to Landlord. Any attempt by Tenant to assign, howevertransfer, that Tenant may, encumber or sublet this Premises without Landlord’s consentwritten consent shall be void and shall give Landlord the right and option to terminate this Agreement by written notice to Tenant. The consent by Landlord to any assignment, sublet transfer, subletting to an Affiliate any party other than Landlord shall not be construed as a waiver or release of Tenant (a “Sublease” and each subtenant thereunder, a “Subtenant”) so long as each Sublease contains the following provisions: (i) the Sublease is subject and subordinate to this Lease; (ii) the Sublease shall not contain any terms inconsistent with this Lease (or if so, from the terms of any covenant or obligation under this Lease nor shall control); (iii) the collection or acceptance of Rent from any such assignee, transferee, subtenant or occupant constitute a waiver or release of Tenant from any covenant or obligation contained in this Lease, nor shall such assignment or subletting be construed to relieve Tenant from giving Landlord reasonable notice, nor from obtaining the consent in writing of Landlord to any further assignment or subletting. In the event that Tenant defaults hereunder Tenant hereby assigns to Landlord any and all rent due under from any Sublease shall be fixed subtenant of Tenant and hereby authorizes each such subtenant to pay said rent and shall not be based on directly to Landlord. Without limiting the net profits generality of any Subtenant; (iv) the Sublease shall terminate foregoing, if Landlord consents to an assignment or sublease pursuant to this Section 11, Landlord may condition its consent upon the expiration or sooner termination entry by such transferee into an agreement (in form and substances satisfactory to Landlord) with Landlord, by which such transferee assumes all of Tenant’s obligations hereunder. Any assignment of this Lease (including any renewals hereof); (v) Tenant to a wholly owned subsidiary shall be permitted provided at all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) shall not (A) be for a term of more than one year, provided it may auto-renew on a year-to-year (or shorter) basis, so long as not more than 90 days’ prior written notice is required to terminate the such Sublease prior to the applicable auto-renewal, or (B) be for a term of more than three years but shall be terminable subsidiary remains wholly owned by Tenant upon 90 days' notice with or without cause. Tenant covenants and agrees that: (A) Tenant shall observe and timely perform all of its obligations as the landlord or sublandlord under each Sublease in compliance with the terms thereof; (B) Tenant shall promptly provide Landlord with any notice of default received from Tenant by any Subtenant or any notice of default sent by Tenant to any Subtenant; (C) Tenant shall furnish Landlord with any and all information requested by Landlord reasonably necessary for a determination of the status of any Sublease; (D) Tenant shall provide Landlord with copies of each Sublease and any amendments thereto within five (5) Business Days of execution thereof; and (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such SubleaseTenant.

SUBLETTING. Tenant Developer shall not sublet any or all of the Property without be entitled, with the prior written ---------- consent of Landlord, which to sublet the whole or any portion of the Premises or the improvements constructed thereon by or under Developer and, without limiting the foregoing, may establish a leasehold condominium regime on the Premises, or portions thereof, in accordance with the provisions of California law, including California Civil Code Sections 783 and 1350-1360. Developer shall, at all times, remain liable for the performance of all of the covenants on its part to be withheld so performed, notwithstanding any subletting. Each sublease shall be subject and subordinate not only to this Lease, but also to any New Lease made by Landlord as provided in its sole discretion and Section 4.8 above. If the term of this Lease shall end while any such purported subletting shall be void; providedsublease is in effect, however, that Tenant Landlord may, without Landlord’s consentat its option, sublet for a period of ninety (90) days thereafter, either terminate the said sublease or succeed to all of the rights of Developer thereunder. Where any sublease which is consistent with this Lease is approved, Landlord may grant to the subtenant, under such an Affiliate approved sublease entered into in good faith and for reasonable consideration, a right of Tenant quiet enjoyment in recordable from (a “Sublease” and each subtenant thereunder"nondisturbance agreement") during the term of the sublease, a “Subtenant”) so long as each Sublease contains notwithstanding the following provisions: expiration, termination or cancellation of this Lease; provided that (i) the Sublease term of the sublease, plus extension or renewal options, does not extend beyond the term of this Lease, plus extension options; (ii) such subtenant agrees that in the event this Lease expires, terminates or is cancelled during the term of the sublease, the sublease shall be deemed a direct lease between Landlord and such subtenant and the subtenant shall attorn to Landlord. In the event that Landlord objects to any proposed nondisturbance agreement or sublease, Landlord agrees to notify Developer in writing of such objection and of its reasons for such objection within twenty (20) days of its receipt of the proposed nondisturbance agreement and sublease. Subject to the foregoing provisions of this subsection 5.7, Landlord hereby approves generally of the form of nondisturbance agreement attached hereto as Exhibit "E". Any approvals or grants of quiet enjoyment given or made by Landlord pursuant to this subsection 5.7 shall be binding upon Landlord, its successors or assigns, including without limitation any person or entity succeeding to the interest of Landlord by way of judicial foreclosure or trustee sale proceedings pursuant to any mortgage or deed of trust, the lien or charge of which is subject and subordinate to this Lease; . Any sublease, with respect to which Landlord agrees to execute a nondisturbance agreement pursuant to this subsection 5.7, may be a sublease pursuant to which the subtenant is responsible for the construction of the building improvements upon the subleased premises (ii) the a "Ground Sublease" herein). Any Ground Sublease shall not may contain any terms inconsistent with this Lease (or if so, the terms a hypothecation provision similar to Section 4 of this Lease for the benefit of the holder of any mortgage or deed of trust constituting a lien on the subleasehold estate created by virtue of the Ground Sublease. Any nondisturbance agreement executed and delivered by Landlord for the benefit of the sublessee under a Ground Sublease shall control)specifically recite that it is for the benefit of any such holder of a deed of trust or mortgage constituting a lien on the subleasehold estate created by such Ground Sublease; (iii) that the rent due term "sublease" as used in 45 the nondisturbance agreement shall be deemed to include any new sublease executed and delivered to any such holder of a first deed of trust or first mortgage following a termination of the sublease pursuant to a provision in the sublease similar to subsection 4.8 of this Lease, and that the term "sublessee" under the nondisturbance agreement shall be deemed to include any encumbrancer or other party succeeding to the sublessee under the Ground Sublease by virtue of judicial or private power of sale foreclosure proceedings or by delivery of an assignment in lieu of foreclosure, or otherwise. Where Landlord agrees to execute a nondisturbance agreement for the benefit of the sublessee under any Sublease Ground Sublease, such agreement shall be fixed rent and shall not be based on the net profits of any Subtenant; (iv) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof); (v) Tenant shall at all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) shall not (A) be for a term of more than one year, provided it may auto-renew on a year-to-year (or shorter) basis, so long as not more than 90 days’ prior written notice is required to terminate the such Sublease prior subject to the applicable auto-renewal, or (B) be for a term of more than three years but shall be terminable by Tenant upon 90 days' notice with or without cause. Tenant covenants and agrees that: (A) Tenant shall observe and timely perform all of its obligations as the landlord or sublandlord under each Sublease in compliance with the terms thereof; (B) Tenant shall promptly provide Landlord with any notice of default received from Tenant by any Subtenant or any notice of default sent by Tenant to any Subtenant; (C) Tenant shall furnish Landlord with any and all information requested by Landlord reasonably necessary for a determination of the status sublessee thereunder being no less than the obligations of any Sublease; (D) Tenant shall provide Landlord the Developer hereunder with copies of each Sublease and any amendments thereto within five (5) Business Days of execution thereof; and (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such Subleaserespect to the subleased premises.

SUBLETTING. ASSIGNMENTS . Tenant shall not transfer, assign or encumber this Agreement, or sublet the Leased Premises or any or all of the Property part thereof, without in each case obtaining the prior written consent of the Landlord. In the event Landlord consents to subletting of the Leased Premises, which may be withheld any and all rents or other consideration for any reason received by Landlord Tenant in its sole discretion and any such purported subletting excess of the rents required under this Agreement shall be void; providedconstrued as part of the Base Rent payable to Landlord. Any attempt by Tenant to assign, howevertransfer, that Tenant may, encumber or sublet this Premises without Landlord’s consentwritten consent shall be void and shall give Landlord the right and option to terminate this Agreement by written notice to Tenant. The consent by Landlord to any assignment, sublet transfer, subletting to an Affiliate any party other than Landlord shall not be construed as a waiver or release of Tenant (a “Sublease” and each subtenant thereunder, a “Subtenant”) so long as each Sublease contains the following provisions: (i) the Sublease is subject and subordinate to this Lease; (ii) the Sublease shall not contain any terms inconsistent with this Lease (or if so, from the terms of any covenant or obligation under this Lease nor shall control); (iii) the collection or acceptance of Rent from any such assignee, transferee, subtenant or occupant constitute a waiver or release of Tenant from any covenant or obligation contained in this Lease, nor shall such assignment or subletting be construed to relieve Tenant from giving Landlord reasonable notice, nor from obtaining the consent in writing of Landlord to any further assignment or subletting. In the event that Tenant defaults hereunder Tenant hereby assigns to Landlord any and all rent due under from any Sublease shall be fixed subtenant of Tenant and hereby authorizes each such subtenant to pay said rent and shall not be based on directly to Landlord. Without limiting the net profits generality of any Subtenant; (iv) the Sublease shall terminate foregoing, if Landlord consents to an assignment or sublease pursuant to this Section 11, Landlord may condition its consent upon the expiration or sooner termination entry by such transferee into an agreement (in form and substances satisfactory to Landlord) with Landlord, by which such transferee assumes all of Tenant’s obligations hereunder. Any assignment of this Lease (including any renewals hereof); (v) Tenant to a wholly owned subsidiary shall be permitted provided at all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) shall not (A) be for a term of more than one year, provided it may auto-renew on a year-to-year (or shorter) basis, so long as not more than 90 days’ prior written notice is required to terminate the such Sublease prior to the applicable auto-renewal, or (B) be for a term of more than three years but shall be terminable subsidiary remains wholly owned by Tenant upon 90 days' notice with or without cause. Tenant covenants and agrees that: (A) Tenant shall observe and timely perform all of its obligations as the landlord or sublandlord under each Sublease in compliance with the terms thereof; (B) Tenant shall promptly provide Landlord with any notice of default received from Tenant by any Subtenant or any notice of default sent by Tenant to any Subtenant; (C) Tenant shall furnish Landlord with any and all information requested by Landlord reasonably necessary for a determination of the status of any Sublease; (D) Tenant shall provide Landlord with copies of each Sublease and any amendments thereto within five (5) Business Days of execution thereof; and (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such SubleaseTenant.

SUBLETTING. For the purposes of this Paragraph, a lease (other than the Lease) that is from time to time in effect for space in the Building (as such other lease * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. may have been, or may hereafter be, amended) is herein referred to as an “Other Lease.” If under an Other Lease it would be reasonable for Landlord to withhold its consent to a proposed subletting or sub-subletting to Tenant shall not sublet any of the space (or portion thereof) covered by the Other Lease based on the fact that Tenant is a tenant in the Building, then, subject to all of the Property without terms, covenants and conditions of the prior written consent Other Lease, and subject to all of Landlord’s rights under the Other Lease, which may be withheld Landlord agrees not to withhold its consent to one (1) or more proposed sublettings (or sub-sublettings) to Tenant, as subtenant (or sub-subtenant), of a portion of space in the Building covered by Landlord in its sole discretion and any such purported subletting shall be void; provided, however, the Other Lease based solely on the fact that Tenant mayis a tenant in the Building, without Landlord’s consentprovided that, sublet to an Affiliate of Tenant (a “Sublease” and each subtenant thereunder, a “Subtenant”) so long as each Sublease contains the following provisions: only if (i) if there is more than one (1) proposed sublettings (or sub-sublettings) all of the Sublease is subject proposed sublettings (or sub-sublettings) are from the same tenant (or subtenant) and subordinate all of the proposed sublettings (or sub-sublettings) are for portions of the Building covered by the same Other Lease (and, in the case of a sub-sublease to this Lease; Tenant as sub-subtenant, are covered by the same sublease), (ii) the Sublease shall portions of the Building in question do not contain any terms inconsistent with this Lease exceed 25,000 Rentable Square Feet, in the aggregate, inclusive of all portions of the Building in respect of which Tenant may sublease (or if sosub-sublease) pursuant to any expansion rights or options set forth in the sublease (or sub-sublease) or otherwise (including rights of first offer and rights of first refusal), the terms regardless of this Lease shall control); whether or not such rights or options are exercised, and (iii) the rent due under any Sublease shall be fixed rent and shall not be based on the net profits date that Landlord receives the request for its consent to the proposed sublease (or sub-sublease) in full compliance with the provisions of any Subtenant; (iv) the Sublease shall terminate upon the expiration or sooner termination of this Other Lease (including any renewals hereof); (v) Tenant shall at all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) shall not in question (A) be for a term of more than one yearthe Lease is in full force and effect, provided it may auto-renew on a year-to-year (or shorter) basis, so long as not more than 90 days’ prior written notice is required to terminate the such Sublease prior to the applicable auto-renewal, or (B) be for a term of more than three years but shall be terminable by the Tenant upon 90 days' notice with or without cause. Tenant covenants and agrees that: (A) Tenant shall observe and timely perform all of its obligations as under the landlord or sublandlord under each Sublease in compliance with the terms thereof; (B) Tenant shall promptly provide Landlord with any notice of default received from Tenant by any Subtenant or any notice of default sent by Tenant to any Subtenant; Lease is Switch & Data/NY Facilities Company LLC, (C) Tenant shall furnish Landlord with is not in default of any and all information requested by Landlord reasonably necessary for a determination of the status of any Sublease; terms, covenants or conditions in the Lease on Tenant’s part to observe, perform or comply with, (D) Tenant shall provide Landlord with copies of each Sublease occupies the entire Premises for its own behalf and any amendments thereto within is conducting its business therein, and (E) there are at least five (5) Business Days years remaining in the term of execution thereof; the Lease. Notwithstanding the foregoing, and notwithstanding any provision contained in the Other Lease in question which may be to the contrary, (1) Landlord shall have no obligation under any circumstances to enter into a non-disturbance agreement with Tenant as subtenant (or sub-subtenant) or otherwise to recognize Tenant as a direct tenant of the space covered by the sublease (or sub-sublease) upon the expiration of the term of the Other Lease or otherwise, and the granting of any consent to the sublease (or sub-subtenant) in question may, in Landlord’s sole discretion, be conditioned upon the tenant under the Other Lease and Tenant waiving any such obligation, and (E2) under no circumstances shall Tenant assign its sublease (or sub-sublease) or further sublet the space covered by the sublease (or sub-sublease), and the granting of any consent to the sublease (or sub-sublease) in question may, in Landlord’s sole discretion, be conditioned upon Tenant waiving any right to, and agreeing not to, assign its sublease (or sub-sublease) or further sublet the space covered by the sublease (or sub-sublease). All of Landlord’s obligations and Tenant’s rights under this Paragraph shall indemnify, defend and hold harmless all Indemnified Parties be of no further force or effect from and against after the date that Landlord consents to the subletting or sub-subletting of any and all Losses incurred space in connection with the Building by Tenant as the subtenant or sub-subtenant, or Tenant first sublets (or sub-sublets) any such Subleasespace in the Building from another tenant or subtenant in the Building.

SUBLETTING. In the event the Tenant desires the Landlord's consent to the subletting of all or any part of the premises for any part of the term of this Lease with respect thereto, the Tenant shall not sublet any or all notify the Landlord of the Property without name of the prior written consent proposed subtenant, such information as to the proposed subtenant's business, financial responsibility and standing as the Landlord may require, and of Landlordthe covenants, agreements, terms, provisions and conditions of the proposed subletting, which notice shall (except in the case of a proposed subletting to a subsidiary or affiliate of the Tenant) contain an offer to vacate and surrender, as of the Special Surrender Date (as hereinafter defined), either (i) if the Tenant proposes to sublet only a part of the premises, the space to be demised by the proposed sublease, together with such other space, if any, as is demised to the Tenant by this Lease as may be withheld by Landlord reasonably required for public corridors, toilets and core facilities serving the space so proposed to be sublet (said spaces(s) being herein collectively called a "Partial Space"), or (ii) if the Tenant proposes to sublet the entire premises, the entire premises. The term "Special Surrender Date" as used in its sole discretion and any this Article, shall mean a date to be specified in such purported subletting shall be voidnotice from the Tenant; provided, however, that Tenant may, without Landlord’s consent, sublet to an Affiliate of Tenant said specified date shall be (a “Sublease” and each subtenant thereunder, a “Subtenant”) so long as each Sublease contains the following provisions: (ia) the Sublease last day of a calendar month during the term hereof with respect thereto, and (b) not earlier than a date occurring 120 days after the giving of such notice and not later than the date for the commencement of the term of the proposed subletting. The Landlord may accept such offer by a notice given to the Tenant within 30 days after the receipt of such notice from the Tenant. If the Landlord accepts such offer and such offer pertains to a Partial Space, then effective as of the Special Surrender Date, this Lease shall be deemed modified so that the term and estate granted by this Lease with respect to such Partial Space (unless the same shall have expired sooner pursuant to any of the other conditions of limitation or provisions of this Lease or pursuant to law) shall expire on the Special Surrender Date with the same effect as if the Special Surrender Date were the date specified in this Lease for the expiration of the term of this Lease with respect to such Partial Space and the annual fixed rent payable hereunder, to the extent that such fixed rent relates to such Partial Space and such abatement is subject and subordinate to in excess of the annual rate of any other existing abatement of fixed rent relating thereto under any other covenant, agreement, term, provision or condition of this Lease; , shall be abated at the Applicable Rental Rate (iias hereinafter defined) for each square foot of the Sublease rentable area of the Partial Space from and after the Special Surrender Date. If the Landlord accepts such offer pertaining to a Partial space, the Landlord agrees that any tenant of the Partial Space shall have a separate entrance to the Partial Space and shall not contain any terms inconsistent with have to pass through the Tenant's premises. If the Landlord accepts such offer and such offer pertains to the entire premises, then this Lease shall be deemed modified so that the term and estate granted by this Lease (unless the same shall have expired sooner pursuant to any of the conditions of limitation or if so, the terms other provisions of this Lease or pursuant to law) shall control); (iii) expire on the Special Surrender Date with the same effect as if the Special Surrender Date were the date specified in this Lease for the expiration of the term hereof and the fixed rent due under any Sublease payable hereunder shall be fixed rent and shall not be based on apportioned as of the net profits of any Subtenant; (iv) the Sublease Special Surrender Date. The Tenant shall terminate upon its occupancy of such Partial Space or the expiration or sooner termination of this Lease (including any renewals hereof); (v) Tenant shall at all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) shall not (A) be for a term of more than one yearpremises, provided it may auto-renew on a year-to-year (or shorter) basis, so long as not more than 90 days’ prior written notice is required to terminate the such Sublease prior to the applicable auto-renewal, or (B) be for a term of more than three years but shall be terminable by Tenant upon 90 days' notice with or without cause. Tenant covenants and agrees that: (A) Tenant shall observe and timely perform all of its obligations as the landlord or sublandlord under each Sublease in compliance with case may be, not later than the terms thereof; (B) Tenant shall promptly provide Landlord with any notice of default received from Tenant by any Subtenant or any notice of default sent by Tenant to any Subtenant; (C) Tenant shall furnish Landlord with any and all information requested by Landlord reasonably necessary for a determination of the status of any Sublease; (D) Tenant shall provide Landlord with copies of each Sublease and any amendments thereto within five (5) Business Days of execution thereof; and (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such SubleaseSpecial Surrender Date.

SUBLETTING. Tenant Developer shall not sublet any or all of the Property without be entitled, with the prior written ---------- consent of Landlord, which to sublet the whole or any portion of the Premises or the improvements constructed thereon by or under Developer and, without limiting the foregoing, may establish a leasehold condominium regime on the Premises, or portions thereof, in accordance with the provisions of California law, including California Civil Code Sections 783 and 1350-1360. Developer shall, at all times, remain liable for the performance of all of the covenants on its part to be withheld so performed, notwithstanding any subletting. Each sublease shall be subject and subordinate not only to this Lease, but also to any New Lease made by Landlord as provided in its sole discretion and Section 4.8 above. If the term of this Lease shall end while any such purported subletting shall be void; providedsublease is in effect, however, that Tenant Landlord may, without Landlord’s consentat its option, sublet for a period of ninety (90) days thereafter, either terminate the said sublease or succeed to all of the rights of Developer thereunder. Where any sublease which is consistent with this Lease is approved, Landlord may grant to the subtenant, under such an Affiliate approved sublease entered into in good faith and for reasonable consideration, a right of Tenant quiet enjoyment in recordable from (a “Sublease” and each subtenant thereunder"nondisturbance agreement") during the term of the sublease, a “Subtenant”) so long as each Sublease contains notwithstanding the following provisions: expiration, termination or cancellation of this Lease; provided that (i) the Sublease term of the sublease, plus extension or renewal options, does not extend beyond the term of this Lease, plus extension options; (ii) such subtenant agrees that in the event this Lease expires, terminates or is cancelled during the term of the sublease, the sublease shall be deemed a direct lease between Landlord and such subtenant and the subtenant shall attorn to Landlord. In the event that Landlord objects to any proposed nondisturbance agreement or sublease, Landlord agrees to notify Developer in writing of such objection and of its reasons for such objection within twenty (20) days of its receipt of the proposed nondisturbance agreement and sublease. Subject to the foregoing provisions of this subsection 5.7, Landlord hereby approves generally of the form of nondisturbance agreement attached hereto as Exhibit "E". Any approvals or grants of quiet enjoyment given or made by Landlord pursuant to this subsection 5.7 shall be binding upon Landlord, its successors or assigns, including without limitation any person or entity succeeding to the interest of Landlord by way of judicial foreclosure or trustee sale proceedings pursuant to any mortgage or deed of trust, the lien or charge of which is subject and subordinate to this Lease; . Any sublease, with respect to which Landlord agrees to execute a nondisturbance agreement pursuant to this subsection 5.7, may be a sublease pursuant to which the subtenant is responsible for the construction of the building improvements upon the subleased premises (ii) the Sublease shall not a "Ground Sublease" herein). Any Ground Sub-lease may contain any terms inconsistent with this Lease (or if so, the terms a hypothecation provision similar to Section 4 of this Lease for the benefit of the holder of any mortgage or deed of trust constituting a lien on the subleasehold estate created by virtue of the Ground Sublease. Any nondisturbance agreement executed and delivered by Landlord for the benefit of the sublessee under a Ground Sublease shall control)specifically recite that it is for the benefit of any such holder of a deed of trust or mortgage constituting a lien on the subleasehold estate created by such Ground Sublease; (iii) that the rent due term "sublease" as used in 49 the nondisturbance agreement shall be deemed to include any new sublease executed and delivered to any such holder of a first deed of trust or first mortgage following a termination of the sublease pursuant to a provision in the sublease similar to subsection 4.8 of this Lease, and that the term "sublessee" under the nondisturbance agreement shall be deemed to include any encumbrances or other party succeeding to the sublessee under the Ground Sublease by virtue of judicial or private power of sale foreclosure proceedings or by delivery of an assignment in lieu of foreclosure, or otherwise. Where Landlord agrees to execute a nondisturbance agreement for the benefit of the sublessee under any Sublease Ground Sublease, such agreement shall be fixed rent and shall not be based on the net profits of any Subtenant; (iv) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof); (v) Tenant shall at all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) shall not (A) be for a term of more than one year, provided it may auto-renew on a year-to-year (or shorter) basis, so long as not more than 90 days’ prior written notice is required to terminate the such Sublease prior subject to the applicable auto-renewal, or (B) be for a term of more than three years but shall be terminable by Tenant upon 90 days' notice with or without cause. Tenant covenants and agrees that: (A) Tenant shall observe and timely perform all of its obligations as the landlord or sublandlord under each Sublease in compliance with the terms thereof; (B) Tenant shall promptly provide Landlord with any notice of default received from Tenant by any Subtenant or any notice of default sent by Tenant to any Subtenant; (C) Tenant shall furnish Landlord with any and all information requested by Landlord reasonably necessary for a determination of the status sublessee thereunder being no less than the obligations of any Sublease; (D) Tenant shall provide Landlord the Developer hereunder with copies of each Sublease and any amendments thereto within five (5) Business Days of execution thereof; and (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such Subleaserespect to the subleased premises.

SUBLETTING. (a) Tenant shall not have the right to assign this Sublease Agreement or to sublet any the whole or all a portion of the Property Leased Space, whether voluntarily or by operation of law, or permit the use or occupancy of any of the Leased Space by anyone other than the Tenant or the Lessor's Landlord, without the prior written consents of Lessor and of Lessor's Landlord (which consent shall not be unreasonably withheld) and such restrictions shall be binding upon any assignee or subtenant to which Lessor and Lessor's Landlord have consented. In determining whether to grant such consents to Tenant, Lessor and Lessor's Landlord shall require that no such subtenant of LandlordTenant shall be a direct or indirect competitor of Lessor or of Lessor's Landlord or otherwise be of an unsuitable or objectionable nature. Tenant shall be entitled to retain any premium over the Rental hereunder which it receives under any such sublease. In the event Tenant desires to sublet the Leased Space, or any portion thereof, or assign this Sublease Agreement, Tenant shall give notice thereof to Lessor and Lessor's Landlord within sixty (60) days prior to the proposed commencement date of such subletting or assignment, which may be withheld by Landlord in its sole discretion and any such purported subletting notice shall be void; provided, however, that Tenant may, without Landlord’s consent, sublet to an Affiliate set forth the name of Tenant (a “Sublease” and each the proposed subtenant thereunderor assignee, a “Subtenant”) so long as each Sublease contains the following provisions: (i) the Sublease is subject and subordinate to this Lease; (ii) the Sublease shall not contain any terms inconsistent with this Lease (or if so, detailed statement of the terms of this Lease shall control); (iii) any such sublease and copies of financial reports and other relevant financial information as to the rent due under proposed subtenant or assignee. Notwithstanding any Sublease shall be fixed rent and shall not be based on the net profits of any Subtenant; (iv) the Sublease shall terminate upon the expiration permitted assignment or sooner termination of this Lease (including any renewals hereof); (v) subletting, Tenant shall at all times remain liable under this Lease irrespective directly, primarily and fully responsible for the payment of any Sublease; (vi) the related Property shall be used rent herein specified and occupied only as a Permitted Facility; and (vii) shall not (A) be for a term of more than one year, provided it may auto-renew on a year-to-year (or shorter) basis, so long as not more than 90 days’ prior written notice is required to terminate the such Sublease prior to the applicable auto-renewal, or (B) be for a term of more than three years but shall be terminable by Tenant upon 90 days' notice compliance with or without cause. Tenant covenants and agrees that: (A) Tenant shall observe and timely perform all of its other obligations under the terms, provisions and covenants of this Sublease Agreement. Upon the occurrence of an "event of default" (as hereinafter defined), if the landlord Leased Space or sublandlord any part thereof is then assigned or sublet, Lessor, in addition to any other remedies herein provided by law, may, at its option, collect directly from such assignee or subtenant all rents due and becoming due to Tenant under each Sublease in compliance with the terms thereof; (B) Tenant shall promptly provide Landlord with such assignment or sublease and apply such rent against any notice of default received sums due to Lessor from Tenant by any Subtenant hereunder, and no such collection shall be construed to constitute a novation or any notice a release of default sent by Tenant to any Subtenant; (C) Tenant shall furnish Landlord with any and all information requested by Landlord reasonably necessary for a determination from the further performance of the status of any Sublease; (D) Tenant shall provide Landlord with copies of each Sublease and any amendments thereto within five (5) Business Days of execution thereof; and (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such SubleaseTenant's obligations hereunder.

SUBLETTING. Tenant shall not sublet any or all The Lessee may not, without the consent of the Property without Lessor, sublease any Leased Asset or any portion thereof to any Person, except on the prior written consent of Landlordterms expressly provided below, which may be withheld by Landlord in its sole discretion and any such purported subletting sublease that does not comply with such terms shall be null and void; provided. No sublease or other relinquishment of possession of such Leased Asset shall in any way affect, howeveramend, that Tenant mayreduce, without Landlord’s consentdischarge or diminish any of the Lessee's obligations to the Lessor hereunder and the Lessee shall remain directly and primarily liable (and not as a guarantor or a surety) under this Lease as to such Leased Asset, sublet or portion thereof, so sublet. Any sublease of such Leased Asset shall expressly be made subject to an Affiliate and subordinated to this Lease and to the rights of Tenant (a “Sublease” the Lessor hereunder and each subtenant thereunder, a “Subtenant”) so long as each Sublease contains shall expressly provide for the following provisions: surrender of the Leased Asset by the sublessee thereof at the election of Lessor upon the earlier to occur of (i) the Sublease is subject and subordinate termination of this Lease as to this Lease; such Leased Asset, including any termination caused by or resulting from the exercise by the Lessor of its rights or remedies hereunder or (ii) the Sublease shall not contain any terms inconsistent with this Lease (or if so, Expiration Date for such Leased Asset. No such sublease may provide for use of such Leased Asset by the terms of this Lease shall control); (iii) the rent due under any Sublease shall be fixed rent and shall not be based on the net profits of any Subtenant; (iv) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof); (v) Tenant shall at all times remain liable sublessee in a manner other than as permitted under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) shall not (A) be or provide for a term which extends beyond the last day of more than one yearthe Base Term for such Leased Asset. Lessee shall give Lessor prompt written notice of any sublease permitted under this Article X, and Lessee shall, within thirty (30) days after execution of any sublease, deliver to the Lessor and the Collateral Agent a fully executed copy of such sublease. The Lessor acknowledges that it has received a copy of the sublease dated April 30, 2001, as amended to the date hereof, between the Lessee and Lumenis Ltd.; provided that such acknowledgment does not constitute an acknowledgment by the Lessor that such sublease complies with this Section 10.1 or a waiver by the Lessor of any rights it may auto-renew on a year-to-year (or shorter) basis, so long as not more than 90 days’ prior written notice is required to terminate the such Sublease prior to the applicable auto-renewal, or (B) be for a term of more than three years but shall be terminable by Tenant upon 90 days' notice with or without causehave. Tenant covenants and agrees that: (A) Tenant shall observe and timely perform all of its obligations as the landlord or sublandlord under each Sublease in compliance with the terms thereof; (B) Tenant shall promptly provide Landlord with any notice of default received from Tenant by any Subtenant or any notice of default sent by Tenant to any Subtenant; (C) Tenant shall furnish Landlord with any and all information requested by Landlord reasonably necessary for a determination of the status of any Sublease; (D) Tenant shall provide Landlord with copies of each Sublease and any amendments thereto within five (5) Business Days of execution thereof; and (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such Sublease.ARTICLE XI

SUBLETTING. In the event Tenant desires to sublet all or any part of the Demised Premises, Tenant shall not sublet any or all give to Landlord written notice of Tenant's desire to do so, which notice shall be accompanied by the Required Information. Within thirty (30) days of receipt of said notice and Required Information, Landlord shall have the right (i) with Tenant's consent, to terminate this Lease and to enter into a new lease with Tenant for that portion of the Property without Demised Premises Tenant desires to retain, upon terms to be mutually agreed upon; or (ii) to sublease from Tenant at the same rental rate then being paid by Tenant and subsequently to relet that portion of the Demised Premises that Tenant desires to relinquish. If Landlord exercises its right to terminate this Lease or to sublet a portion of the Demised Premises, Tenant agrees that Landlord shall have access to the Demised Premises thirty (30) days prior written consent to the effective termination or sublease commencement date to show the same to prospective tenants. Despite the foregoing, Landlord shall not have the right to recapture any proposed space which Tenant desires to sublease unless the rentable square footage of Landlordsuch space, which may be withheld when aggregated with the rentable square footage that Tenant is then subleasing in the Building, would equal or exceed fifty percent (50%) of the rentable square footage that Tenant is then leasing in the Building. Despite the foregoing, Landlord shall have no right to recapture from Tenant, or to sublease from Tenant, any portion of the Demised Premises that is either being subleased by Landlord in its sole discretion and Tenant pursuant to the express provisions of Section 9(b) of this Lease, or is being subleased by Tenant for a term that (when aggregated with all renewal or extension options) does not exceed three (3) years. In the event of any subsequent subletting of any portion of the Demised Premises, such purported subletting shall be void; provided, however, that Tenant may, without Landlord’s consent, sublet to an Affiliate of Tenant (a “Sublease” and each subtenant thereunder, a “Subtenant”) so long as each Sublease contains the following provisions: (i) the Sublease is subject and subordinate to this Lease; (ii) the Sublease shall not contain any terms inconsistent with this Lease (or if so, the terms of this Lease shall control); (iii) the rent due under any Sublease shall be fixed rent and shall not be based on the net profits of any Subtenant; (iv) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof); (v) Tenant shall at all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) shall not (A) be for a term of more than one year, provided it may auto-renew on a year-to-year (or shorter) basis, so long as not more than 90 days’ prior written notice is required to terminate the such Sublease prior to the applicable auto-renewal, or (Bprovisions of Section 9(d) be for a term of more than three years but shall be terminable by Tenant upon 90 days' notice with or without cause. Tenant covenants and agrees that: (A) Tenant shall observe and timely perform all of its obligations as the landlord or sublandlord under each Sublease in compliance with the terms thereof; (B) Tenant shall promptly provide Landlord with any notice of default received from Tenant by any Subtenant or any notice of default sent by Tenant to any Subtenant; (C) Tenant shall furnish Landlord with any and all information requested by Landlord reasonably necessary for a determination of the status of any Sublease; (D) Tenant shall provide Landlord with copies of each Sublease and any amendments thereto within five (5) Business Days of execution thereof; and (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such Subleasehereof.

SUBLETTING. Tenant Developer shall not sublet any or all of the Property without be entitled, with the prior written ---------- consent of Landlord, which to sublet the whole or any portion of the Premises or the improvements constructed thereon by or under Developer and, without limiting the foregoing, may establish a leasehold condominium regime on the Premises, or portions thereof, in accordance with the provisions of California law, including California Civil Code Sections 783 and 1350-1360. Developer shall, at all times, remain liable for the performance of all of the covenants on its part to be withheld so performed, notwithstanding any subletting. Each sublease shall be subject and subordinate not only to this Lease, but also to any New Lease made by Landlord as provided in its sole discretion and Section 4.8 above. If the term of this Lease shall end while any such purported subletting shall be void; providedsublease is in effect, however, that Tenant Landlord may, without Landlord’s consentat its option, sublet for a period of ninety (90) days thereafter, either terminate the said sublease or succeed to all of the rights of Developer thereunder. Where any sublease which is consistent with this Lease is approved, Landlord may grant to the subtenant, under such an Affiliate approved sublease entered into in good faith and for reasonable consideration, a right of Tenant quiet enjoyment in recordable from (a “Sublease” and each subtenant thereunder"nondisturbance agreement") during the term of the sublease, a “Subtenant”) so long as each Sublease contains notwithstanding the following provisions: expiration, termination or cancellation of this Lease; provided that (i) the Sublease term of the sublease, plus extension or renewal options, does not extend beyond the term of this Lease, plus extension options; (ii) such subtenant agrees that in the event this Lease expires, terminates or is canceled during the term of the sublease, the sublease shall be deemed a direct lease between Landlord and such subtenant and the subtenant shall attorn to Landlord. In the event that Landlord objects to any proposed nondisturbance agreement or sublease, Landlord agrees to notify Developer in writing of such objection and of its reasons for such objection within twenty (20) days of its receipt of the proposed nondisturbance agreement and sublease. Subject to the foregoing provisions of this subsection 5.7, Landlord hereby approves generally of the form of nondisturbance agreement attached hereto as Exhibit "E". Any approvals or grants of quiet enjoyment given or made by Landlord pursuant to this subsection 5.7 shall be binding upon Landlord, its successors or assigns, including without limitation any person or entity succeeding to the interest of Landlord by way of judicial foreclosure or trustee sale proceedings pursuant to any mortgage or deed of trust, the lien or charge of which is subject and subordinate to this Lease; . Any sublease, with respect to which Landlord agrees to execute a nondisturbance agreement pursuant to this subsection 5.7, may be a sublease pursuant to which the subtenant is responsible for the construction of the building improvements upon the subleased premises (ii) the a "Ground Sublease" herein). Any Ground Sublease shall not may contain any terms inconsistent with this Lease (or if so, the terms a hypothecation provision similar to Section 4 of this Lease shall control); (iii) for the rent due benefit of the holder of any mortgage or deed of trust constituting a lien on the subleasehold estate created by virtue of the Ground Sublease. Any nondisturbance agreement executed and delivered by Landlord for the benefit of the sublessee under any a Ground Sublease shall be fixed rent and shall not be based specifically recite that it is for the benefit of any such holder of a deed of trust or mortgage constituting a lien on the net profits subleasehold estate created by such Ground Sublease; that the term "sublease" as used in the nondisturbance agreement shall be deemed to include any new sublease executed and delivered to any such holder of any Subtenant; (iv) the Sublease shall terminate upon the expiration a first deed of trust or sooner first mortgage following a termination of the sublease pursuant to a provision in the sublease similar to subsection 4.8 of this Lease (including any renewals hereof); (v) Tenant shall at all times remain liable Lease, and that the term "sublessee" under this Lease irrespective of any Sublease; (vi) the related Property nondisturbance agreement shall be used and occupied only as a Permitted Facility; and (vii) shall not (A) be for a term of more than one year, provided it may auto-renew on a year-to-year (deemed to include any encumbrance or shorter) basis, so long as not more than 90 days’ prior written notice is required to terminate the such Sublease prior other party succeeding to the applicable auto-renewalsublessee under the Ground Sublease by virtue of judicial or private power of sale foreclosure proceedings or by delivery of an assignment in lieu of foreclosure, or (B) be for a term of more than three years but shall be terminable by Tenant upon 90 days' notice with or without causeotherwise. Tenant covenants and Where Landlord agrees that: (A) Tenant shall observe and timely perform all of its obligations as the landlord or sublandlord under each Sublease in compliance with the terms thereof; (B) Tenant shall promptly provide Landlord with any notice of default received from Tenant by any Subtenant or any notice of default sent by Tenant to any Subtenant; (C) Tenant shall furnish Landlord with any and all information requested by Landlord reasonably necessary for a determination of the status of any Sublease; (D) Tenant shall provide Landlord with copies of each Sublease and any amendments thereto within five (5) Business Days of execution thereof; and (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such Sublease.execute

SUBLETTING. Tenant shall not have the right to sublet any or all portion of the Property without the prior written consent of Landlord, which may be withheld by Landlord in its sole discretion and at any such purported subletting shall be void; provided, however, that Tenant may, time without Landlord’s consentconsent (a) to any sublessee that is owned by or under common control of Tenant, sublet or (b) to an Affiliate any sublessee of the Tenant (a “Sublease” and each subtenant thereunderRetained Parcel. Otherwise, a “Subtenant”) so long as each Sublease contains Xxxxxxxx’s consent shall be required for any subletting of the following provisions: Property, which consent shall not be unreasonably withheld, conditioned or delayed, provided that such sublease (i) the Sublease is subject and subordinate to this Lease; prohibits any Noxious Use, (ii) does not release Tenant from any of its obligations under the Sublease Lease, (iii) does not extend beyond the primary term of the Lease, and (iv) Landlord is named as notice party and receives copies of all sublease documentation reasonably requested by Landlord. Upon any sublease, Landlord may require the Tenant and subtenant to execute a subordination, non-disturbance and attornment agreement in form reasonably acceptable to Landlord, Tenant and subtenant; provided that the terms of such sublease shall not contain any terms inconsistent be modified thereby. In addition, if the subtenant or Landlord requests the other to execute a subordination, non-disturbance and attornment agreement in connection with such sublease, subtenant or Landlord will not unreasonably withhold or delay its consent to such agreement, provided that in the event of the cancellation or termination of this Lease (for any reason whatsoever or if soof the surrender of this Lease by operation of law prior to the expiration date of the sublease, subtenant shall make full and complete attornment to Landlord under either the terms of this Lease shall control); (iii) or the rent due under any Sublease terms of the sublease, in Landlord’s sole and absolute discretion. In the event that this Lease is terminated or cancelled, and Landlord, following request by a subtenant, elects to apply the terms of this Lease to a subtenant, Base Rent for the Properties subleased to such subtenant shall be fixed rent and shall not be based on determined by fair market value appraisal obtained by Landlord at the net profits time of any Subtenant; (iv) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including Lease, but not less than any renewals hereof); (v) Tenant shall at all times remain liable under this Lease irrespective allocation of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) shall not (A) be for a term of more than one year, provided it may auto-renew on a year-to-year (or shorter) basis, so long as not more than 90 days’ prior written notice is required to terminate the such Sublease prior Base Rent to the applicable auto-renewal, or (B) be for a term of more than three years but shall be terminable by Tenant upon 90 days' notice with or without cause. Tenant covenants and agrees that: (A) Tenant shall observe and timely perform all of its obligations as the landlord or sublandlord under each Sublease Property in compliance with the terms thereof; (B) Tenant shall promptly provide Landlord with any notice of default received from Tenant by any Subtenant or any notice of default sent by Tenant to any Subtenant; (C) Tenant shall furnish Landlord with any and all information requested by Landlord reasonably necessary for a determination of the status of any Sublease; (D) Tenant shall provide Landlord with copies of each Sublease and any amendments thereto within five (5) Business Days of execution thereof; and (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such Subleasethis Lease.

SUBLETTING. In the event Tenant desires to sublet all or any part of the Demised Premises, Tenant shall not sublet any or all give to Landlord written notice of Tenant’s desire to do so, which notice shall be accompanied by the Required Information. In the event that the rentable square footage of the Property without space that Tenant desires to sublease, when aggregated with the prior written consent space that Tenant is then subleasing in the Building, exceeds fifty percent (50%) of Landlordthe rentable area of the Demised Premises, which may then within sixty (60) days of receipt of said notice and Required Information, Landlord shall have the right (i) to terminate this Lease on a date to be withheld agreed upon by Landlord in its sole discretion and any such purported subletting shall be voidTenant; provided, however, that Tenant may, without Landlordor (ii) with Tenant’s consent, sublet to an Affiliate of Tenant (a “Sublease” and each subtenant thereunder, a “Subtenant”) so long as each Sublease contains the following provisions: (i) the Sublease is subject and subordinate to this Lease; (ii) the Sublease shall not contain any terms inconsistent with terminate this Lease (and to enter into a new lease with Tenant for that portion of the Demised Premises Tenant desires to retain, upon terms to be mutually agreed upon; or if so, the terms of this Lease shall control); (iii) to sublease from Tenant at the rent due under any Sublease same rental rate then being paid by Tenant and subsequently to relet that portion of the Demised Premises that Tenant desires to relinquish. If Landlord exercises its right to terminate this Lease or to sublet a portion of the Demised Premises, Tenant agrees that Landlord shall be fixed rent and have access to all or such portion of the Demised Premises thirty (30) days prior to the effective termination or sublease commencement date or to show the same to prospective tenants. In the event Landlord exercises its right to sublease the applicable portion of the Leased Premises or to terminate this Lease, then Tenant shall have the right, exercisable upon written notice to Landlord within ten (10) days after receiving Landlord’s notice, to withdraw its request to sublease the applicable portion of the Leased Premises. In the event Tenant timely withdraws its request to sublease the Leased Premises, Landlord shall not be based on have the net profits of any Subtenant; (iv) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof); (v) Tenant shall at all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) shall not (A) be for a term of more than one year, provided it may auto-renew on a year-to-year (or shorter) basis, so long as not more than 90 days’ prior written notice is required right to terminate the such Sublease prior to the applicable auto-renewal, or (B) be for a term of more than three years but shall be terminable by Tenant upon 90 days' notice with or without cause. Tenant covenants and agrees that: (A) Tenant shall observe and timely perform all of its obligations as the landlord or sublandlord under each Sublease in compliance with the terms thereof; (B) Tenant shall promptly provide Landlord with any notice of default received from Tenant by any Subtenant or any notice of default sent by Tenant to any Subtenant; (C) Tenant shall furnish Landlord with any and all information requested by Landlord reasonably necessary for a determination of the status of any Sublease; (D) Tenant shall provide Landlord with copies of each Sublease and any amendments thereto within five (5) Business Days of execution thereof; and (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred Lease in connection with any such Subleasewithdrawn request to sublease.

SUBLETTING. Tenant shall not sublet any or all of the Property without the prior written consent of Landlord, which may be withheld by Landlord in its sole discretion and any such purported subletting shall be void; provided, however, that Tenant may, without Landlordthe Authority’s consent, sublet enter into short-term subleases of portions of its Occupied Space within the Leased Premises from time to an Affiliate of Tenant (a “Sublease” and each subtenant thereundertime, a “Subtenant”) so as long as each Sublease contains the following provisions: (ia) the Sublease is subject and subordinate to this Lease; portions of the Occupied Leased Premises that are being subleased by Tenant, at any particular time, do not exceed in the aggregate more than fifty percent (ii50%) the Sublease of Tenant’s Occupied space as of that time, (b) any such sublease shall not contain any terms inconsistent with this Lease (or if so, the terms of this Lease shall control); (iii) the rent due under any Sublease shall be fixed rent and shall not be based on the net profits of any Subtenant; (iv) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof); (v) Tenant shall at all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) shall not (A) be for a term of more than one yeartwelve (12) consecutive months, provided it may auto-renew on a year-to-year and (or shorter) basis, so long as not more than 90 days’ prior written notice is required to terminate the such Sublease prior to the applicable auto-renewal, or (B) be for a term of more than three years but shall be terminable by Tenant upon 90 days' notice with or without cause. Tenant covenants and agrees that: (A) Tenant shall observe and timely perform all of its obligations as the landlord or sublandlord under each Sublease in compliance with the terms thereof; (Bc) Tenant shall promptly provide Landlord the Authority with any written notice of default received such subletting (and such other information as the Authority shall reasonably request in connection therewith) upon Tenant’s entering into any such sublease. Except as provided in the preceding sentence, Tenant shall not sublease or permit any part of the Leased Premises to be occupied by others without the prior written consent of Authority, which consent may be withheld or granted in the Authority’s sole and absolute discretion. In the event of a sublease, Tenant shall remain liable to the Authority to perform all of the obligations of Tenant hereunder upon failure of the subtenant to perform the same. To the extent the Authority’s consent to a subletting is required as described above, the Authority will not unreasonably withhold its consent to a sublease if: (i) Tenant and the proposed subtenant can demonstrate to the reasonable satisfaction of the Authority that the subtenant can and shall perform each and every obligation and condition of Tenant under the terms of this Lease Agreement; (ii) the proposed subtenant’s use of and the business that the proposed subtenant proposes to conduct at that portion of the Leased Premises that the subtenant shall be subleasing from Tenant by any Subtenant shall be only as provided in Section 206(A) above; (iii) the proposed subtenant demonstrates to the reasonable satisfaction of the Authority that the proposed subtenant will be able to obtain, in a timely manner, all certificates, licenses and permits from all Governmental Entities, required or any notice appropriate to enable the proposed subtenant to carry on the proposed subtenant’s proposed business at the Leased Premises and to enable the proposed subtenant to sublease that portion of default sent the Leased Premises from Tenant, including without limitation a “repair station certificate” as required under 14 CFR Part 145 (the “145 Certificate”) and an air quality permit from the applicable Governmental Entities; (iv) no Event of Default by Tenant to any Subtenant; (C) Tenant shall furnish Landlord with any under this Lease has then occurred and all information requested by Landlord reasonably necessary for a determination of the status of any Sublease; (D) Tenant shall provide Landlord with copies of each Sublease and any amendments thereto within five (5) Business Days of execution thereofis then continuing; and (Ev) the form and substance of the proposed subtenant’s sublease shall be reasonably satisfactory to the Authority. The subtenant shall not assign or sublease its sublease except with the prior written approval of the Authority, which may be withheld or granted in the Authority’s sole and absolute discretion; and any sublease shall contain a clause to this effect. If a subletting of all or a portion of the Leased Premises is permitted as described in the first sentence of this Section or is otherwise permitted by the Authority, Tenant shall indemnifybe obligated for any breach by the subtenant or the subtenant’s Employees, defend agents, contractors or Invitees, of the Tenant’s obligations and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such Subleasecovenants under this Lease.

SUBLETTING. Tenant shall not sublet any or all have the right, subject to approval of the Property without Landlord which consent shall not be unreasonably withheld, conditioned or delayed, to sublet all or any portion of the prior written consent of Landlord, which may be withheld by Landlord in its sole discretion and any such purported subletting shall be void; Premises or grant a license therein provided, however, that Tenant may, without Landlord’s consent, sublet to an Affiliate of Tenant (a “Sublease” and each subtenant thereunder, a “Subtenant”) so long as each Sublease contains the following provisions: (i) Tenant is not in default of the Sublease is subject and subordinate to this Lease; Lease beyond any applicable cure period (ii) Tenant provides Landlord with prior written notice of the Sublease shall not contain any terms inconsistent with this Lease or license, at least thirty (30) days prior to the commencement date of the sublease or if so, the terms of this Lease shall control); license (iii) Tenant delivers to Landlord an executed copy of the rent due under any Sublease shall be fixed rent and shall not be based on sublease or license by the net profits commencement date of any Subtenant; the sublease or license (iv) Tenant remains liable under the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof); (v) if the Basic Rent and Additional Rent charged by the Tenant shall at all times remain liable to the Subtenant under this Lease irrespective the Sublease should exceed the amount of Basic Rent and Additional Rent the Tenant is required to pay the Landlord under the Lease, the Tenant agrees to share any Sublease; excess proceeds equally with the Landlord, 50%-50%, after deducting Tenant's reasonable costs (subject to approval by the Landlord, such approval not be unreasonably withheld) for attorney's fees, brokerage commissions and Tenant's improvements associated with the Sublease of the Premises (vi) Tenant reimburses Landlord for all reasonable legal fees incurred in reviewing all documents related to the related Property shall be used and occupied only as a Permitted Facility; and Sublease. Notwithstanding the provisions of (viiS)26 hereafter, Landlord shall, at Tenant's Request, provide Tenant with (i) shall not (A) be for a term an Estoppel Certificate stating whether Landlord knows of more than one year, provided it may auto-renew on a year-to-year any Default under the Lease at the time of the proposed subletting (or shorter) basis, so long assignment as not more than 90 days’ prior written notice is required to terminate the such Sublease prior to the applicable auto-renewal, or (B) be for a term of more than three years but shall be terminable by Tenant upon 90 days' notice with or without cause. Tenant covenants and agrees that: (A) Tenant shall observe and timely perform all of its obligations as the landlord or sublandlord under each Sublease in compliance with the terms thereof; (B) Tenant shall promptly provide Landlord with any notice of default received from Tenant by any Subtenant or any notice of default sent by Tenant to any Subtenant; (C) Tenant shall furnish Landlord with any and all information requested by Landlord reasonably necessary for a determination of the status of any Sublease; (D) Tenant shall provide Landlord with copies of each Sublease and any amendments thereto within five (5) Business Days of execution thereof; and (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such Subleasehereinafter provided).

SUBLETTING. Tenant shall not sublet any or all part of the Property Premises without the prior written consent of LandlordLandlord first being obtained, which consent Landlord may be withheld by Landlord grant or withhold in its Landlord's sole discretion and in the case of a subletting of fifty percent (50%) or more of the Premises, but which consent as to any such purported subletting shall of less than fifty percent (50%) of the Premises will not be void; provided, however, unreasonably withheld. Tenant agrees that Tenant may, without Landlord’s consent, sublet to an Affiliate of Tenant (a “Sublease” and each subtenant thereunder, a “Subtenant”) so long as each Sublease contains the following provisions: factors enumerated in subsections (i) the Sublease is subject and subordinate to this Lease; (ii) the Sublease shall not contain any terms inconsistent with this Lease (or if so, the terms of this Lease shall control); (iii) the rent due under any Sublease shall be fixed rent and shall not be based on the net profits of any Subtenant; (iv) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof); through (v) Tenant shall at all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) of Section 13.1 above are among the factors upon which Landlord may reasonably decide to withhold consent to a subletting. If the Premises or any part thereof is sublet or occupied by anybody other than Tenant (other than an assignee), Landlord may, after a default by Tenant, collect the rent from the subtenant or occupant and apply the net amount collected to the Rent herein reserved. No such subletting, occupancy, or collection shall be deemed an acceptance of the subtenant or occupant as the tenant hereof or a release of Tenant from further performance by Tenant of covenants on the part of Tenant herein contained. Notwithstanding the consent of Landlord to any sublease, Tenant shall not be relieved from its primary obligations hereunder to Landlord, including, but not limited to those provided in Section 8.1 and to the payment of all Base Rent and Tenant's Share of Operating Expenses. If Landlord or Tenant collects any rental or other amounts from any subtenant or occupant (A) be for a term of more than one year, provided it may auto-renew on a yearper-tosquare-year foot-basis) in excess of the Base Rent and the Tenant's Share of Operating Expenses for any monthly period, Landlord shall be entitled to fifty percent (50%) of such excess after deducting actual payments by Tenant for brokerage commissions and tenant improvement costs on account of such subletting or shorter) occupancy, and Tenant shall pay to Landlord on a monthly basis, so long as not more than 90 days’ prior written notice is required to terminate and when Tenant receives the same, all such Sublease prior to the applicable auto-renewal, or (B) be for a term of more than three years but shall be terminable excess amounts received by Tenant upon 90 days' notice with or without cause. Tenant covenants and agrees that: (A) Tenant shall observe and timely perform all of its obligations as the landlord or sublandlord under each Sublease in compliance with the terms thereof; (B) Tenant shall promptly provide Landlord with any notice of default received from Tenant by any Subtenant or any notice of default sent by Tenant to any Subtenant; (C) Tenant shall furnish Landlord with any and all information requested by Landlord reasonably necessary for a determination of the status of any Sublease; (D) Tenant shall provide Landlord with copies of each Sublease and any amendments thereto within five (5) Business Days of execution thereof; and (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such SubleaseTenant.

SUBLETTING. Tenant Section 8.01 Sublease or Transfer -------------------- Lessee shall not assign this lease in whole or in part nor any interest therein, nor sublet the Leased Premises or any part thereof or all grant any license, concession or other right of occupancy of any portion for the Property Leased Premises without the prior written consent of LandlordAuthority, which may be withheld by Landlord in except for those licenses or concessions necessary for Lessee to operate its sole discretion and any such purported subletting shall be void; provided, however, that Tenant may, without Landlord’s consent, sublet to an Affiliate of Tenant (a “Sublease” and each subtenant thereunder, a “Subtenant”) so long as each Sublease contains the following provisions: (i) the Sublease is subject and subordinate to this Lease; (ii) the Sublease shall not contain any terms inconsistent with this Lease (or if so, the terms of this Lease shall control); (iii) the rent due under any Sublease shall be fixed rent and shall not be based cruise ship service on the net profits of any Subtenant; (iv) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof); (v) Tenant shall Leased Premises. Lessee will at all times remain liable under keep Authority informed in writing of the licenses or concessions it grants relative to operation of its cruise ship service and will provide Authority all information relative to such licenses or concessions including but not limited to the names of licensees and concessionaires and the term of such licenses and concessions. Consent of Authority to one or more assignments and subletting shall not operate as a waiver of Authority's rights as to any subsequent assignments and sublettings. If this Lease irrespective is assigned, or if any of the Leased Premises, or any part thereof, is sublet, or occupied by anyone other than the Lessee, the Authority may, after default by the Lessee, collect rent from the assignee, subtenant, or occupant and apply the net amount collected, exclusive of costs of collection, attorneys' fees or other costs incurred by Authority, to the rent herein reserved. No such assignment, subletting, occupancy, or collection shall be deemed a waiver of this covenant or shall the acceptance by Authority of such assignee, subtenant or occupant, as tenant, release Lessee from the further performance of the covenants of this Lease. Lessee shall not assign this lease in whole or in part nor any interest therein, nor sublet the Leased Premises or any part thereof nor grant any license, concession or other right of occupancy of any Sublease; (vi) portion of the related Property Leased Premises nor permit the transfer of this lease by operation of law or otherwise without the prior written consent of Authority except as provided for in the preceding paragraph of this Section 8.01. Consent of Authority to one or more assignments and subletting shall not operate as a waiver of Authority's rights as to any subsequent assignments and sublettings. If this lease is assigned, or if any of the Leased Premises, or any part thereof, is sublet or occupied by anyone other than the Lessee, the Authority may, after default by the Lessee, collect rent from the assignee, subtenant or occupant and apply the net amount collected, exclusive of costs of collection, attorneys' fees or other costs incurred by Authority, to the rent herein reserved. No such assignment, subletting, occupancy or collection shall be used and occupied only deemed a waiver of this covenant nor shall the acceptance by Authority of such assignee, subtenant or occupant, as a Permitted Facility; and (vii) shall not (A) be for a term of more than one year, provided it may auto-renew on a year-to-year (or shorter) basis, so long as not more than 90 days’ prior written notice is required to terminate tenant release Lessee from the such Sublease prior to the applicable auto-renewal, or (B) be for a term of more than three years but shall be terminable by Tenant upon 90 days' notice with or without cause. Tenant covenants and agrees that: (A) Tenant shall observe and timely perform all of its obligations as the landlord or sublandlord under each Sublease in compliance with the terms thereof; (B) Tenant shall promptly provide Landlord with any notice of default received from Tenant by any Subtenant or any notice of default sent by Tenant to any Subtenant; (C) Tenant shall furnish Landlord with any and all information requested by Landlord reasonably necessary for a determination further performance of the status of any Sublease; (D) Tenant shall provide Landlord with copies of each Sublease and any amendments thereto within five (5) Business Days of execution thereof; and (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred covenants in connection with any such Subleasethis lease.

SUBLETTING. For the purposes of this Paragraph, a lease (other than the Lease) that is from time to time in effect for space in the Building (as such other lease may have been, or may hereafter be, amended) is herein referred to as an “Other Lease.” If under an Other Lease it would be reasonable for Landlord to withhold its consent to a proposed subletting or sub-subletting to Tenant shall not sublet any of the space (or portion thereof) covered by the Other Lease based on the fact that Tenant is a tenant in the Building, then, subject to all of the Property without terms, covenants and conditions of the prior written consent Other Lease, and subject to all of Landlord’s rights under the Other Lease, which may be withheld Landlord agrees not to withhold its consent to one (1) or more proposed sublettings (or sub-sublettings) to Tenant, as subtenant (or sub-subtenant), of a portion of space in the Building covered by Landlord in its sole discretion and any such purported subletting shall be void; provided, however, the Other Lease based solely on the fact that Tenant mayis a tenant in the Building, without Landlord’s consentprovided that, sublet to an Affiliate of Tenant (a “Sublease” and each subtenant thereunder, a “Subtenant”) so long as each Sublease contains the following provisions: only if (i) if there is more than one (1) proposed sublettings (or sub-sublettings) all of the Sublease is subject proposed sublettings (or sub-sublettings) are from the same tenant (or subtenant) and subordinate all of the proposed sublettings (or sub-sublettings) are for portions of the Building covered by the same Other Lease (and, in the case of a sub-sublease to this Lease; Tenant as sub-subtenant, are covered by the same sublease), (ii) the Sublease shall portions of the Building in question do not contain any terms inconsistent with this Lease exceed 25,000 Rentable Square Feet, in the aggregate, inclusive of all portions of the Building in respect of which Tenant may sublease (or if sosub-sublease) pursuant to any expansion rights or options set forth in the sublease (or sub-sublease) or otherwise (including rights of first offer and rights of first refusal), the terms regardless of this Lease shall control); whether or not such rights or options are exercised, and (iii) the rent due under any Sublease shall be fixed rent and shall not be based on the net profits date that Landlord receives the request for its consent to the proposed sublease (or sub-sublease) in full compliance with the provisions of any Subtenant; (iv) the Sublease shall terminate upon the expiration or sooner termination of this Other Lease (including any renewals hereof); (v) Tenant shall at all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) shall not in question (A) be for a term of more than one yearthe Lease is in full force and effect, provided it may auto-renew on a year-to-year (or shorter) basis, so long as not more than 90 days’ prior written notice is required to terminate the such Sublease prior to the applicable auto-renewal, or (B) be for a term of more than three years but shall be terminable by the Tenant upon 90 days' notice with or without cause. Tenant covenants and agrees that: (A) Tenant shall observe and timely perform all of its obligations as under the landlord or sublandlord under each Sublease in compliance with the terms thereof; (B) Tenant shall promptly provide Landlord with any notice of default received from Tenant by any Subtenant or any notice of default sent by Tenant to any Subtenant; Lease is Switch & Data/NY Facilities Company LLC, (C) Tenant shall furnish Landlord with is not in default of any and all information requested by Landlord reasonably necessary for a determination of the status of any Sublease; terms, covenants or conditions in the Lease on Tenant’s part to observe, perform or comply with, (D) Tenant shall provide Landlord with copies of each Sublease occupies the entire Premises for its own behalf and any amendments thereto within is conducting its business therein, and (E) there are at least five (5) Business Days years remaining in the term of execution thereof; the Lease. Notwithstanding the foregoing, and notwithstanding any provision contained in the Other Lease in question which may be to the contrary, (1) Landlord shall have no obligation under any circumstances to enter into a non-disturbance agreement with Tenant as subtenant (or sub-subtenant) or otherwise to recognize Tenant as a direct tenant of the space covered by the sublease (or sub-sublease) upon the expiration of the term of the Other Lease or otherwise, and the granting of any consent to the sublease (or sub-subtenant) in question may, in Landlord’s sole discretion, be conditioned upon the tenant under the Other Lease and Tenant waiving any such obligation, and (E2) under no circumstances shall Tenant assign its sublease (or sub-sublease) or further sublet the space covered by the sublease (or sub-sublease), and the granting of any consent to the sublease (or sub-sublease) in question may, in Landlord’s sole discretion, be conditioned upon Tenant waiving any right to, and agreeing not to, assign its sublease (or sub-sublease) or further sublet the space covered by the sublease (or sub-sublease). All of Landlord’s obligations and Tenant’s rights under this Paragraph shall indemnify, defend and hold harmless all Indemnified Parties be of no further force or effect from and against after the date that Landlord consents to the subletting or sub-subletting of any and all Losses incurred space in connection with the Building by Tenant as the subtenant or sub-subtenant, or Tenant first sublets (or sub-sublets) any such Subleasespace in the Building from another tenant or subtenant in the Building.

SUBLETTING. Tenant Developer shall not sublet any or all of the Property without be entitled, with the prior written ---------- consent of Landlord, which to sublet the wits hole or any portion of the Premises or the improvements constructed thereon by or under Developer and, without limiting the foregoing, may establish a leasehold condominium regime on the Premises, or portions thereof, in accordance with the provisions of California law, including California Civil Code Sections 783 and 1350-1360. Developer shall, at all times, remain liable for the performance of all of the covenants on its part to be withheld so performed, notwith- standing any subletting. Each sublease shall be subject and subordinate not only to this Lease, but also to any New Lease made by Landlord as provided in its sole discretion and Section 4.8 above. If the term of this Lease shall end while any such purported subletting sublease is in effect, Landlord may, at its option, for a period of ninety (90) days thereafter, either terminate the said sublease or succeed to all of the rights of Developer thereunder. Where any sublease which is consistent with this Lease is approved, Landlord may grant to the subtenant, under such an approved sublease entered into in good faith and for reasonable consideration, a right of quiet enjoyment in recordable from (a "nondisturbance agreement") during the term of the sublease, notwithstanding the expiration, termination or cancellation of this Lease; provided that (i)) the term of the sublease, plus extension or renewal options, does not extend beyond the term of this Lease, plus extension options; (ii) such subtenant agrees that in the event this Lease expires, terminates or is cancelled during the term of the sublease, the sublease shall be void; provideddeemed a direct lease between Landlord and such subtenant and the subtenant shall attorn to Landlord. In the event that Landlord objects to any proposed nondisturbance agreement or sublease, howeverLandlord agrees to notify Developer in writing of such objection and of its reasons for such objection within twenty (20) days of its receipt of the proposed nondisturbance agreement and sublease. Subject to the foregoing provisions of this subsection 5.7, that Tenant mayLandlord hereby approves generally of the form of nondisturbance agreement attached hereto as Exhibit "C". Any approvals or grants of quiet enjoyment given or made by Landlord pursuant to this subsection 5.7 shall be binding upon Land- lord, its successors or assigns, including without Landlord’s consentlimitation any person or entity succeeding to the interest of Landlord by way of judicial foreclosure or trustee sale proceedings pursuant to any mortgage or deed of trust, sublet to an Affiliate the lien or charge of Tenant (a “Sublease” and each subtenant thereunder, a “Subtenant”) so long as each Sublease contains the following provisions: (i) the Sublease which is subject and subordinate to this Lease; . Any sublease, with respect to which Landlord agrees to execute a nondisturbance agreement pursuant to this subsection 5.7, may be a sublease pursuant to which the subtenant is responsible for the construction of the building improvements upon the subleased premises (ii) the a "Ground Sublease" herein). Any Ground Sublease shall not may contain any terms inconsistent with this Lease (or if so, the terms a hypothecation provision similar to Section 4 of this Lease for the benefit of the holder of any mortgage or deed of trust constituting a lien on the subleasehold estate created by virtue of the Ground Sublease. Any nondisturbance agreement executed and delivered by Landlord for the benefit of the sublessee under a Ground Sublease shall control)specifically recite that it is for the benefit of any such holder of a deed of trust or mortgage constituting a lien on the subleasehold estate created by such Ground Sublease; (iii) that the rent due term "sublease" as used in the nondisturbance agreement shall be deemed to include any new sublease executed and delivered to any such holder of a first deed of trust or first mortgage following a termination of the sublease pursuant to a provision in the sublease similar to subsection 4.8 of this Lease, and that the term " sublessee" under the nondisturbance agreement shall be deemed to include any encumbrancer or other party succeeding to the sublessee under the Ground Sublease by virtue of judicial or private power of sale foreclosure proceedings or by delivery of an assignment in lieu of foreclosure, or otherwise. Where Landlord agrees to execute a nondisturbance agreement for the benefit of the sublessee under any Sublease Ground Sublease, such agreement shall be fixed rent and shall not be based on the net profits of any Subtenant; (iv) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof); (v) Tenant shall at all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) shall not (A) be for a term of more than one year, provided it may auto-renew on a year-to-year (or shorter) basis, so long as not more than 90 days’ prior written notice is required to terminate the such Sublease prior subject to the applicable auto-renewal, or (B) be for a term of more than three years but shall be terminable by Tenant upon 90 days' notice with or without cause. Tenant covenants and agrees that: (A) Tenant shall observe and timely perform all of its obligations as the landlord or sublandlord under each Sublease in compliance with the terms thereof; (B) Tenant shall promptly provide Landlord with any notice of default received from Tenant by any Subtenant or any notice of default sent by Tenant to any Subtenant; (C) Tenant shall furnish Landlord with any and all information requested by Landlord reasonably necessary for a determination of the status sublessee thereunder being no less than the obligations of any Sublease; (D) Tenant shall provide Landlord the Developer hereunder with copies of each Sublease and any amendments thereto within five (5) Business Days of execution thereof; and (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such Subleaserespect to the subleased premises.

SUBLETTING. Tenant Lessee shall have the right to sublet any part of the Premises not used for gaming or gambling operations without Lessor's consent and not subject to Lessors' right of first refusal. Lessee may extend, renew or modify any such subLease, consent to any sub-subleasing (or further levels of subleasing), terminate any subLease, or evict any sublessee. The term of any subLease (including renewal options) shall not sublet any or all of extend beyond the Property without the prior written consent of Landlord, which may be withheld by Landlord in its sole discretion and any such purported subletting shall be void; provided, however, that Tenant may, without Landlord’s consent, sublet to an Affiliate of Tenant (a “Sublease” and each subtenant thereunder, a “Subtenant”) so long as each Sublease contains the following provisions: (i) the Sublease is subject and subordinate to this Lease; (ii) the Sublease shall not contain any terms inconsistent with this Lease (or if so, the terms of this Lease shall control); (iii) the rent due under any Sublease shall be fixed rent and shall not be based on the net profits of any Subtenant; (iv) the Sublease shall terminate upon the expiration or sooner termination term of this Lease (including only any renewals hereofrenewal options previously exercised by the Lessee or that Lessee agrees, in the subLease, to exercise); . If Lessee enters into any SubLease, then each SubLease shall be subordinate to this Lease and shall contain provisions in form and substance substantially as follows, and each Sublessee by executing its SubLease shall be deemed to have agreed to the following (v) Tenant the term "Sublessor" to be defined in the SubLease to refer to Lessee as Sublessor under the SubLease): Sublessee agrees that if, by reason of a default under any underlying Lease (including an underlying Lease through which Sublessor derives its Leasehold estate in the demised subpremises), such underlying Lease and the Leasehold Estate of Sublessor in the demised subpremises is terminated, then Sublessee, at the option and request of the then fee owner of the demised subpremises (the "Fee Lessor"), shall at all times remain liable attorn to such Fee Lessor and shall recognize such Fee Lessor as Sublessee's direct lessor under this Lease irrespective SubLease. Sublessee agrees to execute and deliver, at any time and from time to time, upon the request of Sublessor or of the Fee Lessor or any Sublease; (vi) mortgagee of either, any instrument that may be necessary or appropriate to evidence such attornment. Sublessee hereby appoints Sublessor or such Fee Lessor or such mortgagee the related Property shall be used attorney-in-fact, irrevocably, with full power of substitution, of Sublessee to execute and occupied only as deliver any such instrument for and on behalf of the Sublessee. This appointment is coupled with an interest and is irrevocable. Sublessee waives any statute or rule of law now or subsequently in effect that may give or purport to give Sublessee any right to elect to terminate this SubLease or to surrender possession of the demised subpremises in the event that any proceeding is brought by a Permitted Facility; and (vii) Fee Lessor to terminate any such underlying Lease. Sublessee agrees that this SubLease shall not (A) be for a term of more than one year, provided it may auto-renew on a year-to-year (or shorter) basis, so long as not more than 90 days’ prior written notice is required to terminate the such Sublease prior to the applicable auto-renewal, or (B) be for a term of more than three years but shall be terminable by Tenant upon 90 days' notice with or without cause. Tenant covenants and agrees that: (A) Tenant shall observe and timely perform all of its obligations as the landlord or sublandlord under each Sublease affected in compliance with the terms thereof; (B) Tenant shall promptly provide Landlord with any notice of default received from Tenant way whatsoever by any Subtenant or any notice of default sent by Tenant to any Subtenant; (C) Tenant shall furnish Landlord with any and all information requested by Landlord reasonably necessary for a determination of the status of any Sublease; (D) Tenant shall provide Landlord with copies of each Sublease and any amendments thereto within five (5) Business Days of execution thereof; and (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such Subleaseproceeding.

SUBLETTING. If, however, Tenant desires to sublet the whole or any part of the Demised Premises to any other party, Tenant shall first: (a) pay Landlord, in advance, a nonrefundable sublet fee in the amount of Seven Thousand Five Hundred Dollars ($7,500.00) and (b) provide Landlord with written data pertaining to the proposed subtenant, including but not sublet any or all limited to the name of the Property proposed subtenant and its principle address and key officers, trustees or other persons holding control; financial statements for the proposed subtenant; a statement of the business activities of the proposed subtenant and its proposed use of the Demised Premises; proposed floor plans for the Demised Premises (if changes are requested); the proposed terms and form of the sublease agreement; the number of persons who will occupy the Demised Premises pursuant to the proposed sublease; and such other items as Landlord may reasonably request. After receipt of the above information and nonrefundable processing fee, Landlord shall have within five (5) business days the option of (i) consenting to the proposed sublease in writing, (ii) rejecting such proposed sublease and providing Tenant with reasonable grounds therefor, or (iii) canceling this Lease in writing as it applies to the area proposed to be subleased and relieving Tenant of any further liability hereunder as to such area. Except for a written cancellation pursuant to item (iii) above, Tenant shall in all events remain fully liable under this Lease. Any subtenants shall also become directly liable to Landlord for all obligations of Tenant under this Lease without the prior written consent relieving Tenant of Landlord, which may be withheld by Landlord in its sole discretion and any such purported subletting shall be voidliability; provided, however, that Landlord shall have the right to require that all payments made under this Lease continue to be made by Tenant. In no event shall Tenant mayhave any right to assign, directly or indirectly, its rights or obligations under this lease except as provided in Paragraph A (Assignment) above. Reasonable grounds for Landlord's rejection of a proposed sublease include, without Landlord’s consentimplied limitations, sublet to an Affiliate of Tenant (a “Sublease” and each subtenant thereunder, a “Subtenant”) so long as each Sublease contains the following provisionsfollowing: (ia) the Sublease is subject and subordinate proposed subtenant's financial responsibility does not meet the same criteria Landlord used to this Lease; select tenants for the Building, (iib) the Sublease proposed subtenant's business is not suitable for the Building considering the businesses of other tenants in the Building and the Building's prestige or image, or (c) the proposed use is inconsistent with the permitted uses described in Article III hereof. Consent to one sublease pursuant to the terms hereof shall not contain waive the requirements of this provision with respect to subsequent subleases, and all subsequent subleases shall be subject to all terms and provisions contained herein. Notwithstanding anything to the contrary, Tenant will not have any rights to sublease the office suite if there is less than one (1) year remaining on the term of the Lease. Also, Tenant may not sublease to any tenant that is leasing another office suite in an office building managed by Haynes Management Inc. and any proposed subtenant must sublease the xxxxx for the full remaining term of the Lease. If Landlord consents to the proposed sublease in writing and if the terms inconsistent with this of the sublease are such that the subtenant is paying Tenant MORE RENT than the rent detailed in Article II of the primary Lease between Landlord and Tenant, then Tenant will be required to pay to Landlord as additional rent sixty five percent (or if so, 65%) of the difference between the rent the subtenant is paying to Tenant and the rent that Tenant is obligated to pay to Landlord under the terms of this Lease shall control); (iii) the rent due under any Sublease shall be fixed rent and shall not be based on the net profits of any Subtenant; (iv) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof); (v) Tenant shall at all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) shall not (A) be for a term of more than one year, provided it may auto-renew on a year-to-year (or shorter) basis, so long as not more than 90 days’ prior written notice is required to terminate the such Sublease prior to the applicable auto-renewal, or (B) be for a term of more than three years but shall be terminable by Tenant upon 90 days' notice with or without cause. Tenant covenants and agrees that: (A) Tenant shall observe and timely perform all of its obligations as the landlord or sublandlord under each Sublease in compliance with the terms thereof; (B) Tenant shall promptly provide Landlord with any notice of default received from Tenant by any Subtenant or any notice of default sent by Tenant to any Subtenant; (C) Tenant shall furnish Landlord with any and all information requested by Landlord reasonably necessary for a determination of the status of any Sublease; (D) Tenant shall provide Landlord with copies of each Sublease and any amendments thereto within five (5) Business Days of execution thereof; and (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such SubleaseLease.

SUBLETTING. Tenant shall not assign this Lease, or sublet all or any or all part of the Property unit, without the Owners prior written consent consent. ◻ INSURANCE. Tenant assumes ALL RESPONSIBILITY for any loss or damage to property stored by Tenant in the unit and may or may not elect to provide insurance coverage for the same. OWNER DOES NOT MAINTAIN INSURANCE FOR THE BENEFIT OF TENANT WHICH IN ANY WAY COVERS ANY LOSS WHATSOEVER THAT TENANT MAY HAVE OR CLAIM BY TENANT AND EXPRESSLY RELEASES OWNER FROM ANY LOSSES, CLAIMS, SUITS AND/OR DAMAGES OR RIGHT OF SUBROGATION FOR LOSSES TO SAID PROPERTY CAUSED BY FIRE, THEFT, WATER, RAIN STORMS, TROPICAL STORM, HURRICANE, TORNADO, EXPLOSION, RIOT; RODENTS, CIVIL DISTURBANCES, INSECTS, SONIC BOOM, LAND VEHICLES, UNLAWFUL ENTRY OR ANY OTHER CAUSE WHATSOEVER, NOR SHALL OWNER BE LIABLE TO TENANT AND/OR TENANT’S GUEST OR INVITEES FOR ANY PERSONAL INJURIES SUSTAINED BY TENANT AND/OR TENANT’S GUEST OR INVITEES WHILE ON OR ABOUT OWNER’S PREMISES. ◻ FIRE; CONDEMNATION. If fire or other casualty causes damage to the self-storage facility or the self- storage facility is totally or partially taken by way of Landlordeminent domain, which Owner may be withheld by Landlord in its sole discretion terminate this Lease on written notice to Tenant and, upon such termination, all rent and any such purported subletting other sums owing hereunder shall be void; provided, however, that Tenant may, without Landlord’s consent, sublet paid up to an Affiliate the date of Tenant (a “Sublease” and each subtenant thereunder, a “Subtenant”) so long as each Sublease contains the following provisions: (i) the Sublease damage or taking. ◻ SUBORDINATION. This Lease is subject and subordinate to this Lease; (ii) any and all present or future ground leases and mortgages affecting the Sublease shall not contain unit or the self-storage facility. ◻ WAIVER. Owner’s acceptance of any terms inconsistent with this Lease (total or if so, the terms of this Lease shall control); (iii) the partial payment or rent or other sum due under any Sublease shall be fixed rent and hereunder shall not be a waiver of any of Owner’s rights or remedies. ◻ INSPECTION. Owner reserves the right to inspect all property left on space, and may inspect the contents of items left on the space based on reasonable notice to Tenant, except in cases of emergency, when Owner may enter and inspect the net profits of space at any Subtenant; (iv) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof); (v) Tenant shall at all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) shall not (A) be for a term of more than one year, provided it may auto-renew on a year-to-year (or shorter) basis, so long as not more than 90 days’ prior written time without notice is required to terminate the such Sublease prior to the applicable auto-renewal, or (B) be for a term of more than three years but shall be terminable by Tenant upon 90 days' notice with or without cause. Tenant covenants and agrees that: (A) Tenant shall observe and timely perform all of its obligations as the landlord or sublandlord under each Sublease in compliance with the terms thereof; (B) Tenant shall promptly provide Landlord with any notice of default received from Tenant by any Subtenant or any notice of default sent by Tenant to any Subtenant; (C) Tenant shall furnish Landlord with any and all information requested by Landlord reasonably necessary for a determination of the status of any Sublease; (D) Tenant shall provide Landlord with copies of each Sublease and any amendments thereto within five (5) Business Days of execution thereof; and (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such SubleaseTenant.

SUBLETTING. Tenant shall not sublet any or all of the Property without the prior written consent of Landlord, which may be withheld by Landlord in its sole discretion and any such purported subletting shall be void; provided, however, that Tenant may, without Landlordthe Authority’s consent, sublet enter into short­ term subleases of portions of its Occupied Space within the Leased Premises from time to an Affiliate of Tenant (a “Sublease” and each subtenant thereundertime, a “Subtenant”) so as long as each Sublease contains the following provisions: (ia) the Sublease is subject and subordinate to this Lease; portions of the Occupied Leased Premises that are being subleased by Tenant, at any particular time, do not exceed in the aggregate more than fifty percent (ii50%) the Sublease of Tenant’s Occupied space as of that time, (b) any such sublease shall not contain any terms inconsistent with this Lease (or if so, the terms of this Lease shall control); (iii) the rent due under any Sublease shall be fixed rent and shall not be based on the net profits of any Subtenant; (iv) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof); (v) Tenant shall at all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) shall not (A) be for a term of more than one yeartwelve (12) consecutive months, provided it may auto-renew on a year-to-year and (or shorter) basis, so long as not more than 90 days’ prior written notice is required to terminate the such Sublease prior to the applicable auto-renewal, or (B) be for a term of more than three years but shall be terminable by Tenant upon 90 days' notice with or without cause. Tenant covenants and agrees that: (A) Tenant shall observe and timely perform all of its obligations as the landlord or sublandlord under each Sublease in compliance with the terms thereof; (Bc) Tenant shall promptly provide Landlord the Authority with any written notice of default received such subletting (and such other information as the Authority shall reasonably request in connection therewith) upon Tenant’s entering into any such sublease. Except as provided in the preceding sentence, Tenant shall not sublease or permit any part of the Leased Premises to be occupied by others without the prior written consent of Authority, which consent may be withheld or granted in the Authority’s sole and absolute discretion. In the event of a sublease, Tenant shall remain liable to the Authority to perform all of the obligations of Tenant hereunder upon failure of the subtenant to perform the same. To the extent the Authority’s consent to a subletting is required as described above, the Authority will not unreasonably withhold its consent to a sublease if: (i) Tenant and the proposed subtenant can demonstrate to the reasonable satisfaction of the Authority that the subtenant can and shall perform each and every obligation and condition of Tenant under the terms of this Lease Agreement; (ii) the proposed subtenant’s use of and the business that the proposed subtenant proposes to conduct at that portion of the Leased Premises that the subtenant shall be subleasing from Tenant by any Subtenant shall be only as provided in Section 206(A) above; (iii) the proposed subtenant demonstrates to the reasonable satisfaction of the Authority that the proposed subtenant will be able to obtain, in a timely manner, all certificates, licenses and permits from all Governmental Entities, required or any notice appropriate to enable the proposed subtenant to carry on the proposed subtenant’s proposed business at the Leased Premises and to enable the proposed subtenant to sublease that portion of default sent the Leased Premises from Tenant, including without limitation a “repair station certificate” as required under 14 CFR Part 145 (the “145 Certificate”) and an air quality permit from the applicable Governmental Entities; (iv) no Event of Default by Tenant to any Subtenant; (C) Tenant shall furnish Landlord with any under this Lease has then occurred and all information requested by Landlord reasonably necessary for a determination of the status of any Sublease; (D) Tenant shall provide Landlord with copies of each Sublease and any amendments thereto within five (5) Business Days of execution thereofis then continuing; and (Ev) the form and substance of the proposed subtenant’s sublease shall be reasonably satisfactory to the Authority. The subtenant shall not assign or sublease its sublease except with the prior written approval of the Authority, which may be withheld or granted in the Authority’s sole and absolute discretion; and any sublease shall contain a clause to this effect. If a subletting of all or a portion of the Leased Premises is permitted as described in the first sentence of this Section or is otherwise permitted by the Authority, Tenant shall indemnifybe obligated for any breach by the subtenant or the subtenant’s Employees, defend agents, contractors or Invitees, of the Tenant’s obligations and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such Subleasecovenants under this Lease.

SUBLETTING. If Tenant subleases any portion of the Premises to any party (the "Subtenant"), the parties agree that, as a condition to Landlord's consent to any such sublease, the Subtenant shall be required to pay directly to Landlord all rent payments due from Subtenant under the sublease. Such sums received by Landlord from the Subtenant, less any sums to which Landlord is directly entitled because they are in excess of the rents otherwise payable by Tenant for the sublet Premises, as described in Section XII.C of the Lease, if any (the "Tenant Sublease Profits") shall be applied by Landlord to the payments owed by Tenant under the Lease, as amended hereby, in the following order (i) to Tenant's obligation to pay Repayment Payments until the total amount of Deferred Base Rent is paid in full to Landlord (even if the Tenant Sublease Profits are received by Landlord prior to July 1, 2005), and then (ii) to Tenant's obligation to pay the Monthly Repayment Amount until the Letter of Credit has been fully restored (even if the Tenant Sublease Profits are received by Landlord prior to July 1, 2005), and then (iii) to increase the Security Deposit held by Landlord pursuant to Article VI of the Lease to an amount not to exceed $2,531,476.80 (the "Increased Deposit Amount"), and then (iv) to Tenant. Notwithstanding the foregoing, nothing contained herein or in the sublease shall release or relieve Tenant from its obligations under the Lease, as amended hereby, including, without limitation, the obligation to timely make all Rent payments due under the Lease. Notwithstanding the foregoing, unless otherwise agreed to in writing, Tenant shall not sublet any or all be obligated to increase the Security Deposit except as provided above with the application of the Property without the prior written consent of Landlord, which may be withheld by Landlord in its sole discretion and any such purported subletting shall be void; provided, however, that Tenant may, without Landlord’s consent, sublet Tenant's Sublease Profits pursuant to an Affiliate of Tenant (a “Sublease” and each subtenant thereunder, a “Subtenant”) so long as each Sublease contains the following provisions: (i) the Sublease is subject and subordinate to this Lease; (ii) the Sublease shall not contain any terms inconsistent with this Lease (or if so, the terms and conditions of this Lease shall control); (iii) the rent due under any Sublease shall be fixed rent and shall not be based on the net profits of any Subtenant; (iv) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof); (v) Tenant shall at all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) shall not (A) be for a term of more than one year, provided it may auto-renew on a year-to-year (or shorter) basis, so long as not more than 90 days’ prior written notice is required to terminate the such Sublease prior to the applicable auto-renewal, or (B) be for a term of more than three years but shall be terminable by Tenant upon 90 days' notice with or without cause. Tenant covenants and agrees that: (A) Tenant shall observe and timely perform all of its obligations as the landlord or sublandlord under each Sublease in compliance with the terms thereof; (B) Tenant shall promptly provide Landlord with any notice of default received from Tenant by any Subtenant or any notice of default sent by Tenant to any Subtenant; (C) Tenant shall furnish Landlord with any and all information requested by Landlord reasonably necessary for a determination of the status of any Sublease; (D) Tenant shall provide Landlord with copies of each Sublease and any amendments thereto within five (5) Business Days of execution thereof; and (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such Sublease.Section I.F.

SUBLETTING. Tenant The Club shall not sublet any or all sublease portions of the Property Leased Premises, nor permit other Persons to occupy or conduct business in portions of the Leased Premises, except as expressly permitted by this Agreement or with the prior written consent of the PFD. The Club shall not sublease the entire Leased Premises, or such material portion thereof as would transfer substantial control and possession of the Ballpark, without the prior written consent of Landlordthe PFD, which consent may be withheld by Landlord in its at the sole discretion of the PFD. In addition to other provisions of this Agreement which allow the Club to sublease or permit other Persons to occupy or conduct business in the Ballpark, the Club may, without the consent of the PFD, (a) sublet or permit other Persons to occupy or conduct business in the Ballpark for the purposes of operating retail outlets and any such purported subletting shall be voidrestaurants, (b) sell or grant licenses, subleases or similar interests in the ordinary course of business to concessionaires, vendors, advertisers, users and others, and (c) sell licenses and similar interests in reserved seats, club seats and suites; provided, however, that Tenant maythe term of any such subleases, licenses and other interests shall, except as otherwise provided in a Sublessee Nondisturbance Agreement delivered pursuant to the following paragraph, automatically terminate upon termination of this Agreement. The Club specifically agrees that any such sublease, license or other interest which could reasonably give rise to an expectancy of long-term rights (generally, but not necessarily limited to interests with a term of longer than one year), shall include explicit provision for such automatic termination. Within thirty (30) days after written request from the Club, the PFD shall enter into an agreement (each, a "Sublessee Nondisturbance Agreement") with any Direct Access Retailer to whom the Club subleases any portion of the Leased Premises, provided that the term of such sublease does not extend beyond the Term. The Sublessee Nondisturbance Agreement shall include any reasonable provisions required by the sublessee, subject to the reasonable approval of the PFD, but in any event a Sublessee Nondisturbance Agreement shall (i) reaffirm the PFD's ownership of the Leased Premises, (ii) confirm that this Agreement is in full force and effect, without Landlord’s consentany defaults (or, sublet to an Affiliate of Tenant if one or more defaults exist, specifying such defaults), and (a “Sublease” and each subtenant thereunder, a “Subtenant”iii) provide that so long as each Sublease contains the following provisions: (i) sublessee complies with all of the Sublease is subject terms and subordinate conditions of its sublease, and the sublessee attorns to this Lease; (ii) the Sublease PFD, the PFD shall not contain any terms inconsistent with this Lease (or if so, join the terms of this Lease shall control); (iii) the rent due under any Sublease shall be fixed rent and shall not be based on the net profits of any Subtenant; (iv) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof); (v) Tenant shall at all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only sublessee as a Permitted Facility; and (vii) shall not (A) be for a term of more than one year, provided it may auto-renew on a year-to-year (party in any action or shorter) basis, so long as not more than 90 days’ prior written notice is required proceeding to enforce or terminate the such Sublease prior to the applicable auto-renewal, this Agreement or (B) be for a term of more than three years but shall be terminable by Tenant upon 90 days' notice with or without cause. Tenant covenants and agrees that: (A) Tenant shall observe and timely perform all of its obligations as the landlord or sublandlord under each Sublease in compliance otherwise interfere with the terms thereof; (B) Tenant shall promptly provide Landlord with any notice of default received from Tenant by any Subtenant or any notice of default sent by Tenant to any Subtenant; (C) Tenant shall furnish Landlord with any and all information requested by Landlord reasonably necessary for a determination of the status of any Sublease; (D) Tenant shall provide Landlord with copies of each Sublease and any amendments thereto within five (5) Business Days of execution thereof; and (E) Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such Sublease.sublessee's rights under its sublease

SUBLETTING. Provided Tenant is not then in default of any of the terms or conditions of the Lease, then notwithstanding anything to the contrary in Section 4.1 of the Lease Tenant shall not sublet any or all have the continuing right for the first three (3) years only of the Property Extended Term (i.e., only until May 31, 2004) to sublet a portion of the Demised Premises of up to approximately 5,000 square feet without obtaining the prior written consent of Landlord, which may be withheld by Landlord in its sole discretion and any such purported subletting shall be void; expressly provided, however, that any such sublease must not extend beyond May 31, 2004. Further, for the first three (3) years only of the Extended Term (i.e., only until May 31, 2004), Landlord shall waive Landlord's rights to recapture the subleased space, assess processing fees, and collect excess rents from such sublease(s) only. Any such subletting shall be subject to the remaining provisions of Section 4 and after the first three (3) Lease Years Landlord shall have the right to assess a subleasing fee. Tenant mayshall immediately furnish Landlord with written notice and a fully-executed copy of any such sublease agreement, without Landlord’s consent, together with a floor plan of the sublet area. Provided Tenant first obtains the written consent of the Landlord to an Affiliate such sublease or assignment as required by Section 4 and further provided that Tenant is not in default of Tenant (a “Sublease” and each subtenant thereunder, a “Subtenant”) so long as each Sublease contains the following provisions: (i) the Sublease is subject and subordinate to this Lease; (ii) the Sublease shall not contain any terms inconsistent with this Lease (or if so, of the terms or conditions of this the Lease shall control); on the date each rent payment is due pursuant to such sublease or assignment, then notwithstanding Section 4.3 of the Lease, only Fifty Percent (iii50%) of any rent and other consideration accruing to Tenant as a result of each such sublease or assignment which is in excess of the rent due under any Sublease pro rated portion of Base Annual Rent and Additional Rent then being paid by Tenant for the Demised Premises or portion thereof being sublet pursuant to said sublease or assignment shall be fixed rent and shall not be based on the net profits of any Subtenant; (iv) the Sublease shall terminate upon the expiration or sooner termination of this Lease (including any renewals hereof); (v) Tenant shall at all times remain liable under this Lease irrespective of any Sublease; (vi) the related Property shall be used and occupied only as a Permitted Facility; and (vii) shall not (A) be for a term of more than one year, provided it may auto-renew on a year-to-year (or shorter) basis, so long as not more than 90 days’ prior written notice is required to terminate the such Sublease prior to the applicable auto-renewal, or (B) be for a term of more than three years but shall be terminable by Tenant upon 90 days' notice with or without cause. Tenant covenants and agrees that: (A) Tenant shall observe and timely perform all of its obligations as the landlord or sublandlord under each Sublease in compliance with the terms thereof; (B) Tenant shall promptly provide Landlord with any notice of default received from Tenant by any Subtenant or any notice of default sent paid by Tenant to any Subtenant; (C) Landlord monthly as Additional Rent. Tenant shall furnish Landlord with any be permitted to deduct the reasonable advertising costs, reasonable brokerage commissions and all information requested by Landlord reasonably necessary for a determination reasonable remodeling costs per square foot, in calculating Landlord's share of the status of any Sublease; (D) net excess rent and other consideration to be paid to Landlord pursuant hereto. Tenant shall provide documentation of such expenses to Landlord with copies of each Sublease and any amendments thereto within five (5) Business Days of execution thereof; and (E) at the time Tenant shall indemnify, defend and hold harmless all Indemnified Parties from and against any and all Losses incurred in connection with any such Subleaserequests Landlord's giving consent to the subletting or assignment.