Common use of Underlying Lease Agreement Clause in Contracts

Underlying Lease Agreement. This Sublease and Subtenant’s rights under this Sublease shall at all times be subject and subordinate to the underlying Lease identified in Paragraph hereof, and Subtenant shall perform all obligations of Client under said Lease, with respect to the Sublease Premises. Subtenant acknowledges that any termination of the underlying Lease shall extinguish this Sublease. Landlord’s consent to this Sublease shall not make Landlord a party to this Sublease, shall not create any privity of contract between Landlord and Subtenant or other contractual liability or duty on the part of the Landlord to the Subtenant, shall not constitute its consent or waiver of consent to any subsequent sublease or sub-sublease, and shall not in any manner increase, decrease or otherwise affect the rights and obligations of Landlord and Client under the underlying Lease, in respect of the Sublease Premises. Subtenant shall have no right to assign this Sublease or further sublet the Premises without the prior written consent of Landlord. Any term of this Sublease that in any way conflicts with or alters the provisions of the underlying Lease shall be of no effect as to Landlord and Landlord shall not assume any obligations as landlord under the Sublease and Client shall not acquire any rights under the Sublease directly assertable against Landlord under the underlying Lease. Client hereby collaterally assigns to Landlord this Sublease and any and all payments due to Client from Subtenant as additional security for Client’s performance of all of its covenants and obligations under the underlying Lease, and authorizes Landlord to collect the same directly from Subtenant and otherwise administer the provisions of this Sublease, at the option of Landlord. Subtenant hereby consents to such collateral assignment of this Sublease to Landlord and agrees to observe its obligations created hereby.”

Underlying Lease Agreement. This Sublease and Subtenant’s rights under this Sublease shall at all times be subject and subordinate to the underlying Lease identified in Paragraph ____ hereof, and Subtenant shall perform all obligations of Client Tenant under said Lease, with respect to the Sublease Premises. Subtenant acknowledges that any termination of the underlying Lease shall extinguish this Sublease. LandlordXxxxxxxx’s consent to this Sublease shall not make Landlord a party to this Sublease, shall not create any privity of contract between Landlord and Subtenant or other contractual liability or duty on the part of the Landlord to the Subtenant, shall not constitute its consent or waiver of consent to any subsequent sublease or sub-sublease, and shall not in any manner increase, decrease or otherwise affect the rights and obligations of Landlord and Client Tenant under the underlying Lease, in respect of the Sublease Premises. Subtenant shall have no right to assign this Sublease or further sublet the Premises without the prior written consent of Landlord. Any term of this Sublease that in any way conflicts with or alters the provisions of the underlying Lease shall be of no effect as to Landlord and Landlord shall not assume any obligations as landlord under the Sublease and Client Tenant shall not acquire any rights under the Sublease directly assertable against Landlord under the underlying Lease. Client Tenant hereby collaterally assigns to Landlord this Sublease and any and all payments due to Client Tenant from Subtenant as additional security for ClientTenant’s performance of all of its covenants and obligations under the underlying Lease, and authorizes Landlord to collect the same directly from Subtenant and otherwise administer the provisions of this Sublease, at the option of Landlord. Subtenant hereby consents to such collateral assignment of this Sublease to Landlord and agrees to observe its obligations created hereby.”

Underlying Lease Agreement. (a) This Sublease Lease and Subtenant’s all rights under this Sublease shall of Tenant hereunder are subject and subordinate at all times be subject and subordinate to the Underlying Lease Agreement and all other ground or underlying leases heretofore or hereafter made by Landlord, the City and/or the Port Authority. Tenant acknowledges that it has received a copy of the Underlying Lease identified in Paragraph hereofAgreement and agrees to comply with the terms of same. (b) Subject to any Mortgagee’s prior rights, and Subtenant if any, Tenant shall perform all obligations of Client under said Lease, with respect pay directly to the Sublease Premises. Subtenant acknowledges that Port Authority on demand any termination of the underlying Lease shall extinguish this Sublease. Landlord’s consent to this Sublease shall not make Landlord a party to this Subleaserental, shall not create any privity of contract between Landlord and Subtenant fee, charge or other contractual liability or duty amount due to the Landlord under this Lease if Landlord shall have committed an Event of Default (as defined in the Underlying Lease Agreement) under the Underlying Lease Agreement which is then continuing uncured. (c) Tenant understands that, if by reason of a default on the part of the Landlord to in performing its obligations under the SubtenantUnderlying Lease Agreement or if for any other reason of any nature whatsoever such Underlying Lease Agreement and the leasehold estate of the Landlord thereunder are terminated by summary dispossess proceedings or otherwise, Tenant, at the request in writing of the City or the Port Authority, shall not constitute its consent or waiver attorn to and recognize the City and the Port Authority as the Landlord under this lease, provided that the City and Port Authority shall theretofore have entered into a non-disturbance agreement in reasonable and customary form which shall provide that the possession and rights of consent to any subsequent sublease or sub-sublease, and the Tenant shall not be disturbed in any manner increase, decrease or otherwise affect the rights and obligations of Landlord and Client under the underlying Lease, in respect event of the Sublease Premisesexpiration or termination of the Underlying Lease Agreement so long as the Tenant shall not be in default beyond applicable cure periods under this lease (the “Non-Disturbance Agreement”). Subtenant Tenant covenants and agrees to execute and deliver, at any time and from time to time, upon the request of the Port Authority and the City, any reasonable instrument which may be necessary or appropriate to evidence such attornment, provided that it shall theretofore have no received the aforementioned Non-Disturbance Agreement from the City and Port Authority. Provided that the Non-Disturbance Agreement has been entered into, Tenant further waives the provisions of any statute or-rule of law now or hereafter in effect which may terminate this lease or give or purport to give Tenant any right of election to assign terminate this Sublease lease or further sublet to surrender possession of the Premises without premises demised hereby in the prior written consent of Landlord. Any term of event such Underlying Lease Agreement terminates and agrees that this Sublease that lease shall not be affected in any way conflicts with whatsoever by any such termination. Unless the Non-Disturbance Agreement has been entered into, nothing contained herein shall obligate the Port Authority or alters the provisions City to request Tenant to attorn or accept such attornment from Tenant. In the event that the Non-Disturbance Agreement is entered into and the Ground Lease between the Port Authority and the City (as defined in the Underlying Lease Agreement) expires as the result of the underlying termination or expiration of the Underlying Lease Agreement, Tenant shall be of no effect as attorn to Landlord the Port Authority. WITNESS the execution hereof under seal on the day and Landlord shall not assume any obligations as landlord under the Sublease and Client shall not acquire any rights under the Sublease directly assertable against Landlord under the underlying Leaseyear first above written. Client hereby collaterally assigns to Landlord this Sublease and any and all payments due to Client from Subtenant as additional security for Client’s performance of all of its covenants and obligations under the underlying LeaseHUB PROPERTIES TRUST, and authorizes Landlord to collect the same directly from Subtenant and otherwise administer the provisions of this Subleasea Maryland real estate investment trust By: /s/ Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx Senior Vice President LIQUID HOLDINGS GROUP, at the option of Landlord. Subtenant hereby consents to such collateral assignment of this Sublease to Landlord and agrees to observe its obligations created herebyINC.”, a Delaware corporation By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Chief Financial Officer

Underlying Lease Agreement. This Sublease and Subtenant’s 's rights under this Sublease shall at all times be subject and subordinate subordinated to the underlying Lease identified in Paragraph ____ hereof, and Subtenant shall perform all obligations of Client Tenant under said Lease, with respect to the Sublease Premises. Subtenant acknowledges that any termination of the underlying Lease shall extinguish this Sublease. Landlord’s 's consent to this Sublease shall not make Landlord a party to this Sublease, shall not create any privity of contract between Landlord and Subtenant or other contractual liability or duty on the part of the Landlord to the Subtenant, shall not constitute its consent or waiver of consent to any subsequent sublease or sub-sublease, and shall not in any manner increase, decrease or otherwise affect the rights and obligations of Landlord and Client Tenant under the underlying Lease, Lease in respect of the Sublease Premises. Subtenant shall have no right to assign this Sublease or further sublet the Premises without the prior written consent of Landlord. Any term of this Sublease that in any way conflicts with or alters the provisions of the underlying Lease shall be of no effect as to Landlord and Landlord shall not assume any obligations as landlord under the Sublease and Client Tenant shall not acquire any rights under the Sublease directly assertable against Landlord under the underlying Lease. Client Tenant hereby collaterally assigns to Landlord this Sublease and any and all payments due to Client Tenant from Subtenant as additional security for Client’s Tenant's performance of all of its covenants and obligations under the underlying Lease, and authorizes Landlord to collect the same directly from Subtenant and otherwise administer the provisions of this Sublease, at the option of Landlord. Subtenant hereby consents to such collateral assignment of this Sublease to Landlord and agrees to observe its obligations created hereby.”"