Common use of Assignment/Subletting Clause in Contracts

Assignment/Subletting. Lessee shall not, by operation of law or otherwise, assign, sell, mortgage, pledge or in any manner transfer this Lease or any interest therein, transfer direct or indirect control of Lessee, sublet the UNH Premises or any part or parts thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the UNH Premises by any other person. Lessee shall not need the consent of the Lessor to assign this Lease to an affiliate of the Lessee or any entity in common control with Lessee, provided that such affiliate or other entity is engaged in and using the space exclusively for the Permitted Use and is undertaking the Public Activities, all as defined in Section 6 of this Lease. Lessor shall have the right to assign, sell, mortgage, pledge or in any other manner transfer this Lease or any interest therein to any person; provided that if the transferee is not Canal Dock, Lessee may terminate this Lease on written notice to the City, and the City shall pay Lessee the then Unamortized Costs upon such termination. Upon such assignment, the City shall have all rights described herein as rights in favor of the City of New Haven, but the City’s responsibilities, obligations and rights as “Lessor” shall cease provided that if the City assigns this Lease to Canal Dock, and at any time thereafter during the Lease Term, Canal Dock fails to perform substantially all of the obligations of Lessor due to insufficient funding, filing of bankruptcy, cessation of business or like situation (“Canal Dock Failure”) and shall so notify the City in writing, then the City shall terminate the Long Lease and this Lease shall revert to the City as Lessor or, if the foregoing does not occur within thirty (30) days of the notice to the City, Lessee shall thereafter have the right to terminate this Lease upon further written notice to the City, and the City shall pay Lessee the then Unamortized Costs upon such termination. Further, in the event that Lessee shall reasonably believe that Canal Dock Failure has occurred but Canal Dock disagrees and declines to so notify the City, then Lessee may notify the City in writing of such alleged Canal Dock Failure (“Lessee’s Notice”), and the City shall investigate the same within fifteen (15) days of receipt of such notice. If the City, acting in its reasonable discretion, shall concur with Lessee, then the City shall terminate the Long Lease and this Lease shall revert to the City as Lessor or if, notwithstanding such concurrence, the City shall fail to terminate the Long Lease within forty-five (45) days of receipt of Lessee’s Notice, Lessee shall thereafter have the right to terminate this Lease upon further written notice to the City, and the City shall pay Lessee the then Unamortized Costs upon such termination. If the City shall not concur with Lessee, acting in its reasonable discretion, then the matter shall be referred to binding arbitration, and this Lease shall continue as a sublease until final determination of the issue; provided that from the date of ▇▇▇▇▇▇’s notice to the City until the date of such final determination, the City shall be responsible for performance of Canal Dock’s responsibilities under the Long Lease insofar as Canal Dock shall fail to perform the same. In the event that the arbitrator finds that there has been Canal Dock Failure, then the City shall terminate the Long Lease and this Lease shall revert to the City as Lessor or if, notwithstanding such finding, the City shall fail to terminate the Long Lease within thirty (30) days of the arbitrator’s finding, Lessee shall thereafter have the right to terminate this Lease upon further written notice to the City, and the City shall pay Lessee the then Unamortized Costs upon such termination. In the event that the arbitrator finds that there has not been Canal Dock Failure, then this Lease shall continue as a sublease. Lessee shall not make any allegation of Canal Dock Failure, unsupported by Canal Dock, more than once in any one (1) calendar year.

Assignment/Subletting. Lessee shall not, by operation of law or otherwise, assign, sell, mortgage, pledge or in any manner transfer this Lease or any interest therein, transfer direct or indirect control of Lessee, sublet the UNH Premises or any part or parts thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the UNH Premises by any other person. Lessee shall not need the consent of the Lessor to assign this Lease to an affiliate of the Lessee or any entity in common control with Lessee, provided that such affiliate or other entity is engaged in and using the space exclusively for the Permitted Use and is undertaking the Public Activities, all as defined in Section 6 of this Lease. Lessor shall have the right to assignsublet or transfer less than 11,000 square feet of the Demised Premises (by assignment, sell, mortgage, pledge or in any other manner (hereinafter referred to as sublet)) this Lease, or mortgage or otherwise encumber the leasehold interest of Lessee without first giving Lessor a written request for such transfer this Lease and without first obtaining in each and every instance the previous written consent of Lessor, which consent shall not be unreasonably withheld. Any assignment or any interest therein to any person; provided that if the transferee is not Canal Dock, Lessee may terminate this Lease on written notice to the City, and the City shall pay Lessee the then Unamortized Costs upon such termination. Upon such assignment, the City shall have all rights described herein as rights in favor hypothecation of the City Demised Premises without the written consent of New Haven, but the City’s responsibilities, obligations and rights as “Lessor” shall cease provided that if the City assigns this Lease to Canal Dock, and at any time thereafter during the Lease Term, Canal Dock fails to perform substantially all of the obligations of Lessor due to insufficient funding, filing of bankruptcy, cessation of business or like situation (“Canal Dock Failure”) and shall so notify the City in writing, then the City shall terminate the Long Lease and this Lease shall revert to the City as Lessor or, if the foregoing does not occur within thirty (30) days of the notice to the City, Lessee shall thereafter have the right to terminate this Lease upon further written notice to the City, and the City shall pay Lessee the then Unamortized Costs upon such termination. Further, in the event that Lessee shall reasonably believe that Canal Dock Failure has occurred but Canal Dock disagrees and declines to so notify the City, then Lessee may notify the City in writing of such alleged Canal Dock Failure (“Lessee’s Notice”), and the City shall investigate the same within fifteen (15) days of receipt of such notice. If the City, acting in its reasonable discretion, shall concur with Lessee, then the City be null and void. In no event shall terminate the Long Lease and this Lease shall revert to the City as Lessor or if, notwithstanding such concurrence, the City shall fail to terminate the Long Lease within forty-five (45) days of receipt of Lessee’s Notice, Lessee shall thereafter have the right to terminate this Lease upon further written notice to the City, and the City shall pay Lessee the then Unamortized Costs upon such termination. If the City shall not concur with Lessee, acting in its reasonable discretion, then the matter shall be referred to binding arbitration, and this Lease shall continue as a sublease until final determination of the issue; provided that released from the date of ▇▇▇▇▇▇’s notice to the City until the date of such final determination, the City shall be responsible for performance of Canal Dock’s responsibilities under the Long Lease insofar as Canal Dock shall fail to perform the sameany liability hereunder. In the event that Lessee desires to sublet the arbitrator finds that there has been Canal Dock FailureDemised Premises, then the City shall terminate the Long Lease and this Lease shall revert to the City as Lessor in whole or if, notwithstanding such finding, the City shall fail to terminate the Long Lease within thirty (30) days of the arbitrator’s findingin part, Lessee shall thereafter have notify Lessor of its intention to do so. Lessee may solicit sublet proposals for the right Demised Premises, in whole or in part (in no event less than 11,000 square feet), for Lessor’s approval. Upon submission to Lessor by Lessee of a Sublet Agreement for the Demised Premises, in whole or in part, (said Agreement being subject to Lessor’s written approval which consent shall not be unreasonably withheld, mortgagee’s written approval, and this underlying Lease) executed by and between the Sublessor (and assigns) and Sublessee, Lessor may at Lessor’s option, elect to terminate this Lease upon further as of the effective date of the proposed transfer or sublet by giving Lessee written notice thereof within ten (10) days of Lessee’s submission of said Sublet Agreement to the City, and the City shall pay Lessee the then Unamortized Costs upon such terminationLessor. In the event that Lessor so elects to terminate this Lease, the arbitrator finds same will terminate and Lessee shall be released from liability hereunder for the balance of the Term of this Lease. In the event that there has Lessor does not been Canal Dock Failurenotify Lessee within said ten (10) day period of Lessor’s intent to terminate this Lease, then Lessee may enter into such Sublet Agreement with subtenant. In no event shall Lessee be released from any liability hereunder. Notwithstanding anything contained in this Article to the contrary, (i) Subject to Lessor’s sole and absolute discretion and with Lessor’s prior written consent, Lessee shall be allowed to assign this Lease shall continue and to sublease the Demised Premises or any portion thereof whatsoever to any entity resulting from a merger or consolidation with Lessee or any entity succeeding to the business and assets of Lessee (herein after referred to collectively as a sublease“Merger”). Lessee shall give Lessor 30 days prior written notice of such Merger and Lessee shall supply to Lessor documentation evidencing such Merger. (ii) Subject to Lessor’s sole and absolute discretion and with Lessor’s prior written consent, Lessee shall be allowed to assign this Lease and to sublease the Demised Premises or any portion there of whatsoever to an “Affiliate” of greater or equal financial standing. Such sublease or assignment shall not make be subject to Lessor’s right of termination. The term “Affiliate” shall mean any allegation entity that controls, is controlled by or is under the common control of Canal Dock Failurethe Lessee. Nothing contained in this Article 31 shall be construed to release Lessee from any liabilities or responsibilities under the Lease. In the event that Lessee sublets the Demised Premises at a rental rate exceeding Lessee’s then current Basic Rent, unsupported then Lessor, after Lessee is reimbursed for those actual costs it incurs subletting the Demised Premises, shall be entitled to all additional rent received by Canal Dock, more than once in any one (1) calendar yearsaid Sublessee which exceeds Lessee’s Basic Rent.

Assignment/Subletting. Lessee (a) Sublessee shall not, by operation of law or otherwise, not (i) assign, sell, mortgagetransfer, pledge or otherwise encumber its interest in any manner transfer this Lease Sublease, in whole or any interest thereinin part, transfer direct (ii) sublet or indirect control permit or suffer the subletting of Lesseethe Subleased Premises, sublet or (iii) permit the UNH Subleased Premises or any part thereof to be occupied or parts thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the UNH Premises used by any "Person" (hereinafter defined) other person. Lessee shall not need than Sublessee [,in each case of (i), (ii) and (iii) without first obtaining the prior written consent of the Lessor to assign this Lease to an affiliate Sublessor (which may be given or withheld in Sublessor's sole discretion] and any required consent of the Lessee or any entity in common control with Lessee, provided that such affiliate or other entity is engaged in and using the space exclusively for the Permitted Use and is undertaking the Public Activities, all as defined in Section 6 of this Lease. Lessor shall have the right to assign, sell, mortgage, pledge or in any other manner transfer this Lease or any interest therein to any person; provided that if the transferee is not Canal Dock, Lessee may terminate this Lease on written notice to the City, and the City shall pay Lessee the then Unamortized Costs upon such termination. Upon such assignment, the City shall have all rights described herein as rights in favor of the City of New Haven, but the City’s responsibilities, obligations and rights as “Lessor” shall cease provided that if the City assigns this Lease to Canal Dock, and at any time thereafter during the Lease Term, Canal Dock fails to perform substantially all of the obligations of Lessor due to insufficient funding, filing of bankruptcy, cessation of business or like situation (“Canal Dock Failure”) and shall so notify the City in writing, then the City shall terminate the Long Lease and this Lease shall revert to the City as Lessor or, if the foregoing does not occur within thirty (30) days of the notice to the City, Lessee shall thereafter have the right to terminate this Lease upon further written notice to the City, and the City shall pay Lessee the then Unamortized Costs upon such termination. Further, in the event that Lessee shall reasonably believe that Canal Dock Failure has occurred but Canal Dock disagrees and declines to so notify the City, then Lessee may notify the City in writing of such alleged Canal Dock Failure (“Lessee’s Notice”), and the City shall investigate the same within fifteen (15) days of receipt of such notice. If the City, acting in its reasonable discretion, shall concur with Lessee, then the City shall terminate the Long Lease and this Lease shall revert to the City as Lessor or if, notwithstanding such concurrence, the City shall fail to terminate the Long Lease within forty-five (45) days of receipt of Lessee’s Notice, Lessee shall thereafter have the right to terminate this Lease upon further written notice to the City, and the City shall pay Lessee the then Unamortized Costs upon such termination. If the City shall not concur with Lessee, acting in its reasonable discretion, then the matter shall be referred to binding arbitration, and this Lease shall continue as a sublease until final determination of the issue; provided that from the date of ▇▇▇▇▇▇’s notice to the City until the date of such final determination, the City shall be responsible for performance of Canal Dock’s responsibilities under the Long Lease insofar as Canal Dock shall fail to perform the sameLandlord. In the event that Sublessee shall desire to assign this Sublease, or sublease all or any portion(s) of the arbitrator finds that there has been Canal Dock FailureSubleased Premises, then to a Person which is not a Competitor, the City provisions of subparagraph (b) below shall terminate apply, and if Sublessor shall not exercise "Sublessor's Recapture Option" (as defined in said subparagraph (b)), Sublessor's consent to such desired assignment or sub-subletting by Sublessee shall not be unreasonably withheld, delayed or conditioned, except with respect to a "Competitor" (hereinafter defined), in which case (of a Competitor) Sublessor, in the Long Lease exercise of its sole and this Lease shall revert arbitrary discretion, may withhold its consent. Notwithstanding the foregoing, Sublessee (to the City extent same is permissible under the Prime Lease, or Landlord's consent thereto is obtained) may (x) assign this Sublease, or sub-sublease the Subleased Premises or any portions thereof, to an "Affiliate" (hereinafter defined), and (y) assign this Sublease to any corporation (which is not a Competitor) with which or into which Sublessee may be consolidated or merged, without the prior written consent of Sublessor, provided that Sublessee shall give Sublessor not less than 15 days' prior written notice of any such assignment or sublease. No assignment or sub-sublease shall serve to release Sublessee from any liability or obligation hereunder. Notwithstanding anything to the contrary contained herein, Sublessee shall not assign, transfer, sublet or permit the subletting of the Subleased Premises or permit or suffer the occupancy of the Subleased Premises or any part thereof to or by any Competitor. (The term "Competitor" as Lessor or ifused herein shall mean any of Arthur Andersen & Co., notwithstanding such findingDeloitte & Touche LLP, Ernst & Young LLP and ▇▇▇▇ ▇L▇, ▇▇ ▇▇y of their Affiliates.) As used in this Sublease, the City word "Person" shall fail to terminate the Long Lease within thirty (30) days of the arbitrator’s findingmean an individual, Lessee shall thereafter have the right to terminate this Lease upon further written notice to the Citypartnership, trust, corporation, firm or other entity; and the City word "Affiliate" (of any Person) shall pay Lessee mean any legal entity which directly or indirectly controls, is controlled by, or is under common control with, such Person (the then Unamortized Costs upon such termination. In the event that the arbitrator finds that there has not been Canal Dock Failureword "control", then as used in this Lease shall continue as definition, requiring at least a sublease. Lessee shall not make any allegation of Canal Dock Failure, unsupported by Canal Dock, more than once in any one (1) calendar year51% ownership interest).

Assignment/Subletting. The original Lessee herein, KCFX-FM, Inc. ("KCFX"), shall not, by operation of law or otherwise, assign, sell, mortgage, pledge or in any manner transfer this Lease or any interest therein, transfer direct or indirect control of Lessee, have the right to sublet the UNH Premises or any part thereof and/or to assign this Lease to Sinclair Communications, Inc. ("SCI") ▇▇▇▇▇▇▇ the prior written consent of the Lessor. In the event that KCFX intends to exercise its right to assign and/or sublease to SCI, KCFX shall give the Lessor written notice of same at least ten days in advance of any such proposed assignment or parts thereofsubletting. In the event of any assignment pursuant to this paragraph, KCFX shall not remain an obligor to the Lessor under this Lease as to any duties or grant obligations arising subsequent to the said assignment. By accepting any concession assignment or license or otherwise permit occupancy subletting, SCI shall become bound by and shall perform and shall become entitled to the benefit of all of the terms, conditions, and covenants by which the Lessee hereunder is bound. In the event that no sale is consummated between KCFX and SCI, KCFX shall have the right to sublet the Premises or any part of the UNH Premises by any other person. Lessee shall not need the consent of the Lessor thereof and/or to assign this Lease to an affiliate of the Lessee entity other than SCI which purchases all or any entity in common control with Lessee, provided that such affiliate or other entity is engaged in and using the space exclusively for the Permitted Use and is undertaking the Public Activities, all as defined in Section 6 of this Lease. Lessor shall have the right to assign, sell, mortgage, pledge or in any other manner transfer this Lease or any interest therein to any person; provided that if the transferee is not Canal Dock, Lessee may terminate this Lease on written notice to the City, and the City shall pay Lessee the then Unamortized Costs upon such termination. Upon such assignment, the City shall have all rights described herein as rights in favor of the City of New Haven, but the City’s responsibilities, obligations and rights as “Lessor” shall cease provided that if the City assigns this Lease to Canal Dock, and at any time thereafter during the Lease Term, Canal Dock fails to perform substantially all of the obligations assets of Lessor due Lessee as to insufficient fundingradio broadcast stations KXTR-FM, filing of bankruptcyKCFX-FM, cessation of business or like situation KCIY-FM and KQRC-FM (“Canal Dock Failure”"Third-Party Purchaser") and shall so notify without the City in writing, then the City shall terminate the Long Lease and this Lease shall revert to the City as Lessor or, if the foregoing does not occur within thirty (30) days prior written consent of the notice to the City, Lessee shall thereafter have the right to terminate this Lease upon further written notice to the City, and the City shall pay Lessee the then Unamortized Costs upon such termination. Further, in the event that Lessee shall reasonably believe that Canal Dock Failure has occurred but Canal Dock disagrees and declines to so notify the City, then Lessee may notify the City in writing of such alleged Canal Dock Failure (“Lessee’s Notice”), and the City shall investigate the same within fifteen (15) days of receipt of such notice. If the City, acting in its reasonable discretion, shall concur with Lessee, then the City shall terminate the Long Lease and this Lease shall revert to the City as Lessor or if, notwithstanding such concurrence, the City shall fail to terminate the Long Lease within forty-five (45) days of receipt of Lessee’s Notice, Lessee shall thereafter have the right to terminate this Lease upon further written notice to the City, and the City shall pay Lessee the then Unamortized Costs upon such termination. If the City shall not concur with Lessee, acting in its reasonable discretion, then the matter shall be referred to binding arbitration, and this Lease shall continue as a sublease until final determination of the issue; provided that from the date of ▇▇▇▇▇▇’s notice to the City until the date of such final determination, the City shall be responsible for performance of Canal Dock’s responsibilities under the Long Lease insofar as Canal Dock shall fail to perform the sameLessor. In the event that KCFX intends to exercise its right to assign and/or sublease to a Third-Party Purchaser, KCFX shall give the arbitrator finds Lessor and SCI written notice of same at least thirty days in advance of any such proposed assignment or subletting. If Lessor notifies SCI that there has been Canal Dock Failurethe assignee is not reasonably acceptable to Lessor, then SCI shall execute a guaranty substantially conforming to that guarantee set forth in Exhibit G, attached hereto (the City shall terminate the Long Lease and this Lease shall revert to the City as Lessor or if, notwithstanding such finding, the City shall fail to terminate the Long Lease within thirty (30) days of the arbitrator’s finding, Lessee shall thereafter have the right to terminate this Lease upon further written notice to the City, and the City shall pay Lessee the then Unamortized Costs upon such termination"Guaranty"). In the event that of any assignment pursuant to this paragraph, KCFX shall not remain an obligor to the arbitrator finds that there has not been Canal Dock Failure, then Lessor under this Lease as to any duties or obligations arising subsequent to the said assignment. By accepting any assignment or subletting, the Third-Party Purchaser shall continue become bound by and shall perform and shall become entitled to the benefit of all of the terms, conditions, and covenants by which the Lessee hereunder is bound, and further Third-Party Purchaser shall become bound to reimburse SCI for any payments, debts, or obligations for which SCI becomes liable to Lessor pursuant to the terms of the Guaranty (together with interest at an annual rate of 8.5% on any such amounts paid by SCI from the date paid to the date reimbursed). Any assignment or sublease between KCFX and Third-Party Purchaser shall contain an acknowledgement by Third-Party Purchaser that Third-Party Purchaser has become bound by and shall perform and shall become entitled to the benefit of all of the terms, conditions, and covenants by which the Lessee hereunder is bound, and further that Third-Party Purchaser has become bound to reimburse SCI for any payments, debts, or obligations for which SCI becomes liable to Lessor pursuant to the terms of the Guaranty (together with interest at an annual rate of 8.5% on any such amounts paid by SCI from the date paid to the date reimbursed). Lessor agrees that SCI shall be subrogated to the rights of the Lessor against the Third-Party Purchaser if, and to the extent, SCI has become liable for any payments, debts or obligations pursuant to the terms of the Guaranty. Lessee may assign this Lease and/or sublet the Premises to any subsidiary corporation of Lessee, parent corporation of Lessee, or a related entity, upon giving Lessor written notice of intent to so do. In the event of any such assignment or subletting, Lessee shall remain the principal obligor to the Lessor under all covenants of this Lease, and by accepting any assignment or subletting, any assignee or sublessee shall become bound by and shall perform and shall become entitled to the benefit of all of the terms, conditions, and covenants by which the Lessee hereunder is bound. Except as a subleaseset forth above, Lessee shall not sublet the Premises or any part thereof and Lessee shall not assign, transfer, pledge, mortgage, or otherwise encumber this Lease, or any portion of the term hereof, without the previous written consent in each instance of Lessor, which consent shall not be unreasonably withheld, conditioned, or delayed. Lessee shall not make furnish to Lessor a copy of such proposed instrument. Except as set forth above, in the event of any allegation assignment or subletting, Lessee shall remain the principal obligor to the Lessor under all covenants of Canal Dock Failurethis Lease, unsupported and by Canal Dockaccepting any assignment or subletting, more than once in any one (1) calendar yearassignee or sublessee shall become bound by and shall perform and shall become entitles to the benefit of all of the terms, conditions, and covenants by which the Lessee hereunder is bound.

Assignment/Subletting. Lessee shall not, by operation of law or otherwise, assign, sell, mortgage, pledge or in any manner transfer this Lease or any interest therein, transfer direct or indirect control of Lessee, sublet the UNH Premises or any part or parts thereof, or grant any concession or license or otherwise permit occupancy of all or any part of the UNH Premises by any other person. Lessee shall not need the consent of the Lessor to assign this Lease to an affiliate of the Lessee or any entity in common control with Lessee, provided that such affiliate or other entity is engaged in and using the space exclusively for the Permitted Use and is undertaking the Public Activities, all as defined in Section 6 of this Lease. Lessor shall have the right to assignsublet or transfer (by assignment, sell, mortgage, pledge or in any other manner (hereinafter referred to as sublet)) this Lease, or mortgage or otherwise encumber the leasehold interest of Lessee without first giving Lessor a written request for such transfer this Lease and without first obtaining in each and every instance the previous written consent of the Lessor. Any assignment or hypothecation of the Demised Premises without the written consent of Lessor, shall be null and void. In no event shall Lessee be released from any interest therein liability hereunder. In the event that Lessee desires to any person; provided that if sublet the transferee is not Canal DockDemised Premise, in whole or in part, Lessee may terminate this Lease on written notice shall notify Lessor of its intention to the City, and the City shall pay Lessee the then Unamortized Costs upon such terminationdo so. Upon such assignment, the City Lessor shall have all rights described herein as rights in favor of the City of New Haven, but the City’s responsibilities, obligations and rights as “Lessor” shall cease provided that if the City assigns this Lease to Canal Dock, and at any time thereafter during the Lease Term, Canal Dock fails to perform substantially all of the obligations of Lessor due to insufficient funding, filing of bankruptcy, cessation of business or like situation (“Canal Dock Failure”) and shall so notify the City in writing, then the City shall terminate the Long Lease and this Lease shall revert to the City as Lessor or, if the foregoing does not occur within thirty (30) days from the receipt of the said notice to the City, Lessee shall thereafter have the right to terminate cancel this Lease upon further written notice to the City, and the City shall pay Lessee the then Unamortized Costs upon such termination. FurtherLease, in the which event that Lessee Lessor shall reasonably believe that Canal Dock Failure has occurred but Canal Dock disagrees and declines to so notify the City, then Lessee may notify the City in writing of such alleged Canal Dock Failure (“Lessee’s Notice”), and the City shall investigate the same within fifteen (15) days of receipt of such notice. If the City, acting in its reasonable discretion, shall concur with Lessee, then the City shall terminate the Long Lease and this Lease shall revert to the City as Lessor or if, notwithstanding such concurrence, the City shall fail to terminate the Long Lease within forty-five (45) days of receipt of Lessee’s Notice, Lessee shall thereafter have the right to terminate this Lease upon further written notice to the City, and the City shall pay Lessee the then Unamortized Costs upon such termination. If the City shall not concur with Lessee, acting in its reasonable discretion, then the matter shall be referred to binding arbitration, and this Lease shall continue terminate as a sublease until final determination of the issue; provided that from the date of ▇▇▇▇▇▇ninetieth (90th) day following Lessee’s notice to Lessor and Lessee shall be relieved of any further liability hereunder. In the City until event Lessee serves such notice of its intention to sublet upon Lessor and Lessor does not exercise its said option to cancel within said 30-day period and there are no other conditions that might prevent a sublet, Lessee may then solicit sublet proposals for the Demised Premises, in whole or in part, at the then current market rental rate, for Lessor’s approval. Market rental shall be defined as mutually agreed between Lessor and Lessee. If Lessor and Lessee cannot agree on the definition of market rental, then the market rental shall be set by an M.A.I. licensed real estate appraiser acceptable to both Lessor and Lessee. Upon submission to Lessor by Lessee of a Sublet Agreement for the Demised Premises, in whole or in part, (said Agreement being subject to the Lessor’s written approval, mortgagee’s written approval, and this underlying Lease) executed by and between the Sublessor (and assigns) and Sublessee, Lessor may again at Lessor’s sole option, elect to terminate this Lease as of the effective date of such final determination, the City shall be responsible for performance proposed transfer or sublet by giving Lessee written notice thereof within ten (10) days of Canal DockLessee’s responsibilities under the Long Lease insofar as Canal Dock shall fail submission of said Sublet Agreement to perform the sameLessor. In the event that the arbitrator finds that there has been Canal Dock Failure, then the City shall terminate the Long Lease and this Lease shall revert to the City as Lessor or if, notwithstanding such finding, the City shall fail to terminate the Long Lease within thirty (30) days of the arbitrator’s finding, Lessee shall thereafter have the right so elects to terminate this Lease upon further written notice to Lease, the City, same will terminate and Lessee shall be released from liability hereunder for the City shall pay Lessee balance of the then Unamortized Costs upon such terminationTerm of this Lease. In the event that the arbitrator finds that there has Lessor does not been Canal Dock Failurenotify Lessee within said ten (10) day period of Lessor’s intent to terminate this Lease, then this Lease Lessee may enter into such Sublet Agreement with subtenant. In no event, however, shall continue as Lessee be permitted to sublet the Demised Premises at a subleaserental rate less than the then current market rental. Notwithstanding the foregoing, Lessee shall be permitted with Lessor’s consent, which shall not make any allegation be unreasonably withheld but not subject to Lessor’s right of Canal Dock Failuretermination as provided in Article 33, unsupported by Canal Dock, more than once in any one to sublet up to 75% (1seventy-five percent) calendar yearof the floor area of the Demised Premises or to sublet the entire Demised Premises for up to 75% of the remaining Term of the Lease.

Assignment/Subletting. Lessee shall notLESSEE covenants and agrees that neither this Lease, by operation of law nor the estate hereby granted, nor any interest therein will be assigned, mortgaged, pledged, encumbered or otherwiseotherwise transferred, assignand that neither the Leased Premises, sellnor any part thereof, mortgage, pledge or will be encumbered in any manner transfer this Lease by reason or any interest therein, transfer direct by act or indirect control omission (where LESSEE has a legal duty to act) of Lessee, sublet the UNH Premises or any part or parts thereofLESSEE, or grant used or occupied, or permitted to be used or occupied, by anyone other than LESSEE, its servants, agents and employees, or for any concession use or license purpose other than as above stated, or otherwise permit occupancy of all or any part of the UNH Premises by any other person. Lessee be sublet, without in each case LESSOR's prior written consent, which shall not need be unreasonably withheld. Notwithstanding the foregoing, LESSEE shall have the right, without the prior consent of the Lessor LESSOR, to assign this Lease and to an affiliate sublet any portion of the Lessee Leased Premises to any person or any entity in (a) controlling, controlled by, or under common control with LesseeLESSEE, provided that such affiliate (b) acquiring all or other entity is engaged in and using the space exclusively for the Permitted Use and is undertaking the Public Activities, all as defined in Section 6 of this Lease. Lessor shall have the right to assign, sell, mortgage, pledge or in any other manner transfer this Lease or any interest therein to any person; provided that if the transferee is not Canal Dock, Lessee may terminate this Lease on written notice to the City, and the City shall pay Lessee the then Unamortized Costs upon such termination. Upon such assignment, the City shall have all rights described herein as rights in favor of the City of New Haven, but the City’s responsibilities, obligations and rights as “Lessor” shall cease provided that if the City assigns this Lease to Canal Dock, and at any time thereafter during the Lease Term, Canal Dock fails to perform substantially all of the obligations assets of Lessor due the LESSEE, or (c) with or into which LESSEE merges or consolidates; (the foregoing (a) through (c) collectively referred to insufficient fundingas * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. "Affiliate Transfers"); provided in each instance (other than in the event of (c) wherein LESSEE loses its separate legal identity by such merger, filing in which case the surviving entity shall nevertheless remain fully liable), the LESSEE shall remain at all times directly, primarily and severally liable for the performance of bankruptcyall terms and conditions of this Lease, cessation in conjunction with any other such entity. The grounds upon which LESSOR may reasonably withhold its consent are as follows: (i) The prospective assignee's or sub-lessee's intended use of the Premises is not substantially similar to the permitted uses set forth in the Lease; or, (ii) The nature, character, class and standards of the prospective assignee's or sub-lessee's business will not be consistent with those of other lessees in the Building or like situation will not conform to the mix of other lessees in the Building at that time; or, (“Canal Dock Failure”iii) The financial net worth, and reliability of the prospective assignee or sub-lessee, including any additional written and direct personal or corporate guarantees, is not acceptable to Landlord in its reasonable discretion. The prospective assignee or sub-lessee must produce to LESSOR if available, a verified and current audited financial statement prepared within the then past two years, (or if none has been prepared by said prospective assignee within the then past two years, a CPA certified current financial statement); and such other reasonable documentation as is material in making such a determination; or, (iv) The operations of the prospective assignee or sub-lessee will violate any exclusive or other rights given any other lessees in the Building; or, (v) The failure of LESSOR's mortgage lender(s) to consent. LESSOR, in addition to Annual Base Rent and Additional Rent, shall so notify be entitled to the City full amount of any and all sums assessed or collected by LESSEE in writingwhatever form, then attributable to the City shall terminate the Long Lease and assignment or sublease or other transfer of LESSEE's interest in this Lease or the Leased Premises (except for sums directly attributable to Affiliate Transfers), which exceed said Annual Base Rent or Additional Rent hereunder, (herein, "Rent ▇▇▇▇-Up"), after deduction of LESSEE's reasonable costs and expenses to procure said assignment or sublet, including brokers' fees and commissions, attorneys' fees, and any build-out costs (approved by Landlord in advance, said approval not to be unreasonably withheld or delayed), which costs and expenses shall revert in no event be deducted from any payments to LESSOR due in the City form of Annual Base Rent, Additional Operating Expense Rent, Additional Tax Escalation Rent, or other sums payable to LESSOR under this Lease other than the aforesaid excess amount on assignment or subletting. Notwithstanding any LESSOR's consent to any assignment or subletting, as Lessor orcontemplated above, if the foregoing does not occur within thirty (30) days or in any circumstances other than a LESSOR's recapture of the notice entire premises as contemplated below, LESSEE shall remain primarily liable to LESSOR * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. for the Citypayment of all Annual Base Rent and all other Rent hereunder, Lessee shall thereafter have and for the right to terminate full performance of the covenants and conditions of this Lease upon further written to be performed by LESSEE; and after a default by LESSEE in such payment or performance which continues after any applicable notice to and cure period, LESSOR may collect all sums due as Annual Base Rent or other Rent directly from the City, and assignee or subtenant. Notwithstanding the City shall pay Lessee the then Unamortized Costs upon such termination. Furtherforegoing, in the event that Lessee LESSEE desires to assign or sublet any portion of the Leased Premises, then LESSOR's Recapture Rights, as defined below, shall reasonably believe that Canal Dock Failure has occurred but Canal Dock disagrees apply in each and declines every instance; provided however, notwithstanding any other provision of this section 12, LESSOR's Recapture Rights shall not apply to so an Affiliate Transfer, or with respect to a proposed subletting of less than an aggregate of up to fifty (50%) percent of the Demised Premises to no more than two (2) subtenants. LESSOR's Recapture Rights as contemplated herein, shall consist of the following: LESSEE, in each instance where Landlord's Recapture Rights apply, shall notify the CityLESSOR in writing, then Lessee may notify the City in writing of such alleged Canal Dock Failure (“Lessee’s Notice”), stating its intention to assign or sublet and the City target date of the proposed sublet (which shall investigate the same within fifteen not be less than one hundred twenty (15120) days of receipt of such notice. If the City, acting in its reasonable discretion, shall concur with Lessee, then the City shall terminate the Long Lease and this Lease shall revert to the City as Lessor or if, notwithstanding such concurrence, the City shall fail to terminate the Long Lease within forty-five (45) days of receipt of Lessee’s Notice, Lessee shall thereafter have the right to terminate this Lease upon further written notice to the City, and the City shall pay Lessee the then Unamortized Costs upon such termination. If the City shall not concur with Lessee, acting in its reasonable discretion, then the matter shall be referred to binding arbitration, and this Lease shall continue as a sublease until final determination of the issue; provided that from the date of said notice to LESSOR). LESSOR shall have a period of ninety (90) days from the date it receives such notice to exercise an election to recapture that portion of the Leased Premises to be sublet, (or the entire premises if to be assigned), in LESSOR's sole discretion and without any obligation to so elect, whatsoever, notwithstanding the circumstances, and without prejudice to or waiver of any of LESSOR's rights or LESSEE's continuing obligations hereunder. LESSEE shall provide LESSOR with all material information relative to LESSOR making an informed decision concerning said assignment or sublet, immediately upon LESSOR's request. If LESSOR elects to recapture the Leased Premises (or applicable portion thereof), it shall send written notice thereof to LESSEE; and LESSEE shall be irrevocably bound to surrender and vacate the Leased Premises (or applicable portion thereof) as if the Lease Term had expired on the date set forth in the LESSEE's initial notice to LESSOR; and provided LESSEE vacates and surrenders on said date, without being in default of any provision hereof as of said date, this Lease shall be null and void and without recourse to either party hereto (but for terms and conditions contemplated herein to survive termination of this Lease), with respect to the portion of the Premises recaptured by LESSOR. LESSEE shall not be entitled to any payments, commissions, credits, offsets, or any kind or nature arising from said assignment or sublet, nor shall any individual or entity acting by, through, or under LESSEE be so entitled. Notwithstanding anything herein to the contrary, if LESSOR recaptures a portion of the Leased Premises, Annual Base Rent and Additional Rent shall ▇▇▇▇▇▇’s notice ▇ proportionately hereunder. Once an election to recapture is made by LESSOR, LESSEE shall be subject to the City until penalties for holding over set forth in this Lease, if it fails to vacate and surrender the Leased Premises (or applicable portion thereof) by the date stated in the notice, or if it fails to discharge (or cause its lenders or others with which LESSEE has dealt to discharge) any and all liens or other encumbrances, notices, or restrictions on its leasehold or contractual interest in and to the Leased Premises as of said date. Nothing in this section or paragraph shall require LESSOR to make an election to recapture the Leased Premises (or applicable portion thereof), and nothing in the aforesaid process shall relieve LESSEE of its liability under this Lease should LESSOR elect not to take back the Leased Premises (or applicable portion thereof). Should LESSOR elect not to recapture the Leased Premises, then LESSEE shall have a period of sixty (60) days * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. from the date of LESSOR's notice of such final determinationelection (or if LESSOR delivers no notice of any election, then sixty (60) days from the City expiration of LESSOR's ninety (90) day response period) to execute its assignment or sublease agreement and commence the assigned tenancy or subtenancy, without the necessity for any additional notices to LESSOR under this section. New notice by LESSEE to LESSOR shall be responsible for performance required after expiration of Canal Dock’s responsibilities under the Long Lease insofar as Canal Dock shall fail to perform the samesaid sixty (60) day period. In the event that the arbitrator finds that there has been Canal Dock Failure, then the City shall terminate the Long Lease and this Lease shall revert to the City as Lessor or if, notwithstanding such finding, the City shall fail to terminate the Long Lease within thirty (30) days Time is of the arbitrator’s finding, Lessee shall thereafter have the right to terminate this Lease upon further written notice to the City, essence in all notices and the City shall pay Lessee the then Unamortized Costs upon such termination. In the event that the arbitrator finds that there has not been Canal Dock Failure, then this Lease shall continue as a sublease. Lessee shall not make any allegation of Canal Dock Failure, unsupported by Canal Dock, more than once in any one (1) calendar yearelections made hereunder.

Assignment/Subletting. Lessee shall notA. Notwithstanding anything to the contrary in this Lease, by operation but subject to Subsections 4.4B and 4.4D below, Tenant may: (i) Sublease all or portions of law or otherwisethe Building, assign, sell, mortgage, pledge or subject to the Planned Development and other zoning and land use laws applicable to the Premises. (ii) License departments in any manner transfer this Lease or any interest therein, transfer direct or indirect control of Lessee, sublet the UNH Premises or any part or parts thereof, Building or grant any concession concessions to other parties provided such licensing or license grant is in the normal course of business. (iii) Assign or otherwise permit occupancy of transfer all or any part of the UNH Premises by any other person. Lessee shall not need or this Lease. B. In order to transfer its ownership interest in the consent of the Lessor to Building or assign this Lease or sublease the Land to anyone other than an affiliate (an affiliate being an entity which directly or indirectly owns Tenant in whole or in majority part or which is owned directly or indirectly in whole or in majority part by Tenant or by an owner of Tenant), (i) Tenant shall first give Landlord at least 30 days’ prior written notice thereof; Medinah Temple Lease 12 (ii) prior to the effective date (the “Effective Date”) of any such transfer, assignment or sublease, (a) Tenant shall provide Landlord, or shall cause the proposed transferee, assignee or sublessee (each referred to herein as a “Transferee”) to provide Landlord with an audited financial statement dated within one year prior to the Effective Date, certified by the chief financial officer of the Lessee or any entity Transferee, demonstrating that the Transferee has a net worth in common control excess of $50,000,000, together with Lessee, provided a certification that since the date of such affiliate or other entity is engaged financial statement there has been no material adverse change in the Transferee’s financial condition; and using (b) the space exclusively for Transferee shall agree in writing to be bound by all of the Permitted Use terms and is undertaking the Public Activities, all as defined in Section 6 conditions of this Lease. Lessor shall have the right to assign, sell, mortgage, pledge or in any other manner transfer this Lease or any interest therein to any person; provided that and (iii) if the transferee Redevelopment Agreement is not Canal Dockthen still in effect, Lessee may terminate this Lease on written notice or prior to the CityEffective Date, the Transferee shall agree in writing to comply with all provisions relating to Tenant under the Limited Joinder to the Redevelopment Agreement, and shall execute such additional written instrument as the City shall pay Lessee the then Unamortized Costs upon such terminationmay require in this regard. Upon such assignment, the City shall have all rights described herein as rights in favor of the City of New Haven, but the City’s responsibilities, obligations and rights as “Lessor” shall cease provided that if the City assigns this Lease to Canal Dock, and at any time thereafter during the Lease Term, Canal Dock fails to perform substantially If Tenant complies with all of the obligations provisions of Lessor due to insufficient funding, filing of bankruptcy, cessation of business or like situation (“Canal Dock Failure”) and shall so notify the City in writingthis Subsection 4.4B, then as of the City Effective Date, Tenant shall terminate be released of all liability hereunder accruing from and after the Long Effective Date, but shall remain liable for any liability Tenant had incurred prior to the Effective Date. C. Within 30 days after the assignment of this Lease by Tenant to one of its affiliates, Tenant shall deliver a copy of such instrument of assignment or transfer to Landlord. Upon the assignee assuming this Lease in writing and furnishing to Landlord either such assignee’s most recent audited financial statement or a letter signed by the controller, treasurer, assistant controller or assistant treasurer of Federated Department Stores, Inc. stating that such assignee has a net worth in excess of $50,000,000, Tenant shall be released of all liability hereunder accruing from and after the Effective Date, but shall remain liable for any liability Tenant had incurred prior to the Effective Date. Absent delivery to Lender of such evidence of the assignee’s net worth, Tenant shall remain fully liable under this Lease, notwithstanding such assignment. D. Notwithstanding the foregoing, the tenant’s interest in this Lease shall revert not be assigned to the City as Lessor oranyone other than a direct or indirect subsidiary of Federated Department Stores, if the foregoing does not occur within thirty (30) days Inc. or Bloomingdale’s, Inc. prior to substantial completion of the notice to the City, Lessee shall thereafter have the right to terminate this Lease upon further written notice to the City, and the City shall pay Lessee the then Unamortized Costs upon such termination. Further, in the event that Lessee shall reasonably believe that Canal Dock Failure has occurred but Canal Dock disagrees and declines to so notify the City, then Lessee may notify the City in writing of such alleged Canal Dock Failure (“Lessee’s Notice”), and the City shall investigate the same within fifteen (15) days of receipt of such notice. If the City, acting in its reasonable discretion, shall concur with Lessee, then the City shall terminate the Long Lease and this Lease shall revert to the City as Lessor or if, notwithstanding such concurrence, the City shall fail to terminate the Long Lease within forty-five (45) days of receipt of Lessee’s Notice, Lessee shall thereafter have the right to terminate this Lease upon further written notice to the City, and the City shall pay Lessee the then Unamortized Costs upon such termination. If the City shall not concur with Lessee, acting in its reasonable discretion, then the matter shall be referred to binding arbitration, and this Lease shall continue as a sublease until final determination of the issue; provided that from the date of ▇T▇▇▇▇▇’s notice to the City until the date of such final determination, the City shall be responsible for performance of Canal Dock’s responsibilities under the Long Lease insofar as Canal Dock shall fail to perform the same. In the event that the arbitrator finds that there has been Canal Dock Failure, then the City shall terminate the Long Lease and this Lease shall revert to the City as Lessor or if, notwithstanding such finding, the City shall fail to terminate the Long Lease within thirty (30) days of the arbitrator’s finding, Lessee shall thereafter have the right to terminate this Lease upon further written notice to the City, Work and the City shall pay Lessee the then Unamortized Costs upon such termination. In the event that the arbitrator finds that there has not been Canal Dock Failure, then this Lease shall continue as a sublease. Lessee shall not make any allegation full expenditure of Canal Dock Failure, unsupported by Canal Dock, more than once in any one (1) calendar yearT▇▇▇▇▇’s Commitment.

Assignment/Subletting. (a) Lessee shall not, by operation of law or otherwise, assign, sell, mortgage, pledge or in any manner transfer this Lease or any interest therein, transfer direct or indirect control of Lessee, not sublet the UNH Premises or any part thereof or parts thereofassign any interest in this Lease (whether by sale of assets, merger, consolidation or otherwise, or grant by sale or disposition of control or ownership) without first having obtained the written consent of Lessor. Lessor hereby consents to the assignment of this Lease to a wholly owned subsidiary, wholly owned affiliate, the parent or holding company of the original Lessee, or any concession entity that has acquired all or license substantially all of the assets of the original Lessee whether by merger or otherwise permit occupancy of purchase with the exception that Lessee shall not have the right to sublease or assign all or any part of the UNH Premises by to organizations conducting their primary business in retail sales, food services, or health care, but no such assignment shall relieve the Assignor of any other personliability hereunder. Notwithstanding the foregoing, Lessee shall not need the consent may sublease a portion of the Lessor Premises to assign this Lease to an affiliate of the Lessee intercompany or any entity in common control with Lessee, provided that such affiliate or other entity is engaged in and using the space exclusively for the Permitted Use and is undertaking the Public Activities, all as defined in Section 6 of this Lease. related parties. (b) Lessor shall have the right of first refusal to assignrepossess the space to be subleased or assigned. In the case of such repossession by Lessor, sellthis Lease shall terminate on that date of repossession and shall then be null and void and of no further force or effect, mortgageand neither Lessor nor Lessee shall have any further obligation or liability hereunder except as provided in Sections 4.16 and 4.22 of this Lease as the Lease applies to space vacated. This Lease shall remain in effect on any space not repossessed by Lessor. (c) Should Lessor not exercise its right of first refusal to repossess the Premises, pledge Lessee shall be free to sublet such space to any third party with the exception of the aforementioned, subject to the following conditions: (1) In no event shall more than two tenants be allowed to occupy said Premises (Tenant and one subtenant or in two subtenants). (2) Any subtenancy shall be for not more than one day less than the remaining term of the original Lease as may be extended. (3) No sublease shall be valid and no sublessee shall take possession of the Premises subleased until an executed counterpart of such sublease has been delivered to Lessor. (4) No sublessee shall have a right further to sublet; and (5) Any sums or other economic consideration received directly or indirectly by Lessee or any other manner transfer entity related to or affiliated with Lessee, as a result of such subletting (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements, other than building standard tenant improvements made to the sublet portion of the Premises by Lessor), whether denominated rentals under the sublease or otherwise, which exceed, in the aggregate, the total sums which Lessee is obligated (allocable to that portion of the Premises subject to such sublease) shall be payable to Lessor as additional rental under this Lease without effecting or reducing any other obligation of Lessee hereunder. In no event shall Lessee sublease the Premises and charge less rent per month than stipulated in this Lease. (6) Notwithstanding anything contained in this Lease or any interest therein to any person; provided that if the transferee is not Canal DockAddendum attached hereto, Lessee may terminate this Lease on written notice to the Cityor otherwise, and the City shall pay Lessee the then Unamortized Costs upon such termination. Upon such assignment, the City no sublessee shall have all any rights described herein as rights in favor to building identification without the prior written consent of Lessor. No sign, advertisement, notice or other lettering shall be exhibited, inscribed, painted or affixed by any sublessee on any part of the City of New Haven, but the City’s responsibilities, obligations and rights as “Lessor” shall cease provided that if the City assigns this Lease to Canal Dock, and at any time thereafter during the Lease Term, Canal Dock fails to perform substantially all outside or inside of the obligations Premises or building without the prior written consent of Lessor due to insufficient funding, filing of bankruptcy, cessation of business or like situation (“Canal Dock Failure”) and shall so notify the City in writing, then the City shall terminate the Long Lease and this Lease shall revert to the City as Lessor or, if the foregoing does not occur within thirty (30) days of the notice to the City, Lessee shall thereafter have the right to terminate this Lease upon further written notice to the City, and the City shall pay Lessee the then Unamortized Costs upon such termination. Further, in the event that Lessee shall reasonably believe that Canal Dock Failure has occurred but Canal Dock disagrees and declines to so notify the City, then Lessee may notify the City in writing of such alleged Canal Dock Failure (“Lessee’s Notice”), and the City shall investigate the same within fifteen (15) days of receipt of such notice. If the City, acting in its reasonable discretion, shall concur with Lessee, then the City shall terminate the Long Lease and this Lease shall revert to the City as Lessor or if, notwithstanding such concurrence, the City shall fail to terminate the Long Lease within forty-five (45) days of receipt of Lessee’s Notice, Lessee shall thereafter have the right to terminate this Lease upon further written notice to the City, and the City shall pay Lessee the then Unamortized Costs upon such termination. If the City shall not concur with Lessee, acting in its reasonable discretion, then the matter shall be referred to binding arbitration, and this Lease shall continue as a sublease until final determination of the issue; provided that from the date of ▇▇▇▇▇▇’s notice to the City until the date of such final determination, the City shall be responsible for performance of Canal Dock’s responsibilities under the Long Lease insofar as Canal Dock shall fail to perform the sameLessor. In the event that of the arbitrator finds that there has been Canal Dock Failureviolation of the foregoing, then Lessor may, at its sole option, treat such violation as an event of default hereunder. In addition, Lessor may remove such lettering without any liability and may charge the City shall terminate the Long Lease and this Lease shall revert expense incurred by such removal to the City as Lessee and/or sublessee. The prior approval of all lettering must be obtained by sublessee from Lessor. (7) Regardless of Lessor’s consent, no subletting or assignment shall release Lessee from Lessee’s obligations hereunder; nor shall it alter the primary liability of Lessee to pay the rental and to perform all other obligations to be performed by Lessee hereunder. The acceptance of rental by Lessor or if, notwithstanding such finding, the City shall fail to terminate the Long Lease within thirty (30) days of the arbitrator’s finding, Lessee shall thereafter have the right to terminate this Lease upon further written notice to the City, and the City shall pay Lessee the then Unamortized Costs upon such termination. In the event that the arbitrator finds that there has not been Canal Dock Failure, then this Lease shall continue as a sublease. Lessee from any other person shall not make be deemed to be a waiver by Lessor of any allegation of Canal Dock Failure, unsupported by Canal Dock, more than once in any one (1) calendar year.provision