SUBLEASE Between HYATT CORPORATION, as Sublandlord and PRITZKER REALTY GROUP, L.P., as Subtenant 71 South Wacker Drive Chicago, Illinois

Exhibit 10.22

SUBLEASE

Between

HYATT CORPORATION,

as Sublandlord

and

PRITZKER REALTY GROUP, L.P.,

as Subtenant

71 South Wacker Drive

Chicago, Illinois

TABLE OF CONTENTS

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INDEX OF DEFINED TERMS

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SUBLEASE

This SUBLEASE (this “Sublease”) is made as of the 15th day of June, 2004, by and between HYATT CORPORATION, a Delaware corporation (“Sublandlord”), and PRITZKER REALTY GROUP, L.P., an Illinois limited partnership (“Subtenant”), with reference to the following:

RECITALS:

A. FrankMon LLC, a Delaware limited liability company (the “Master Landlord”), as lessor, and Sublandlord, as lessee, heretofore entered into that certain Amended and Restated Office Lease dated as of June 15, 2004 (as the same may be amended or modified, from time to time, the “Master Lease”), pursuant to which Master Landlord leased to Sublandlord, and Sublandlord leased from Master Landlord, certain premises to be located in an office building, the address of which will be 71 South Wacker Drive, Chicago, Illinois (the “Building”). A copy of the Master Lease is attached hereto as Exhibit “A” . All capitalized terms not otherwise defined herein shall have the same meanings as are ascribed to such terms in the Master Lease.

B. Sublandlord desires to sublet to Subtenant, and Subtenant desires to sublet from Sublandlord, a portion of the Master Premises located on the 46th and 47th floors of the Building and consisting of approximately 23,320 square feet of Rentable Area (the “Subleased Premises”), approximately 8,162 square feet of Rentable Area being located on the 46th floor, and approximately 15,158 square feet of Rentable Area being located on the 47th floor, such Subleased Premises being more particularly depicted on Exhibit “B” attached hereto.

AGREEMENT

NOW, THEREFORE, with reference to the foregoing recitals, each of which are deemed to be a part of this Sublease, and in consideration of the mutual covenants and agreements contained in this Sublease, Sublandlord and Subtenant hereby agree as follows:

1. Definitions . For purposes of this Sublease, the following terms shall have the following meanings:

1.1. Additional Rent . “Additional Rent” means (i) Subtenant’s Share of any and all sums classified as Additional Rent under Article 3 of the Master Lease, including, but not limited to, Taxes, Operating Expenses, Net Shared Facilities Costs, Rent attributable to the Fitness Center, Cafeteria and Circulation Area payable pursuant to Paragraph 3(G) of the Master Lease, and any other sums deemed to be Additional Rent under the Master Lease that are paid by Sublandlord based upon the “Tenant’s Pro Rata Share,” the “Tenant’s SFR Share” or the “Tenant’s SFC Share” of Sublandlord, in each instance as such share is determined from time to time under the Master Lease, and (ii) any other sums deemed to be Additional Rent under the Master Lease which are payable by Sublandlord at any time pursuant to the Master Lease to the extent related to the Subleased Premises and Subtenant’s occupancy thereof, from the Commencement Date through the Termination Date. Any underpayments or overpayments by Subtenant of Additional Rent, as the case may be, shall be adjusted, remitted or refunded, as provided in Paragraphs 3(C) and 3(F) of the Master Lease, and such obligations shall survive the termination of this Sublease. Additional

Rent, however, shall not include any sums payable to Landlord under the Master Lease as a result of the activities, operations, or any act or omission of Sublandlord or any other subtenant of the Premises including, but not limited to, additional services requested by Sublandlord or any such other subtenant, or sums payable as a result of any breach by Sublandlord or any such other subtenant of the terms and provisions of the Master Lease, any sublease or any other document or instrument.

1.2. Commencement Date . The term “Commencement Date” means the High-Rise Rent Commencement Date. Following the Commencement Date, Sublandlord and Subtenant shall execute an agreement confirming the Commencement Date and any other information reasonably requested by Sublandlord or Subtenant pertinent to this Sublease in substantially the form attached to this Sublease as Exhibit “C” (the “Confirmation Agreement”).

1.3. Net Rent . The term “Net Rent” means the base net rent due for the Subleased Premises during the Sublease Term in the amounts set forth on Exhibit “E” attached hereto:

1.4. Sublease Term . The term “Sublease Term” means the term commencing on the Commencement Date and ending on December 16, 2011 (the “Termination Date”), subject to extension pursuant to Section 2.2 below.

1.5. Subtenant’s Share . The “Subtenant’s Share” means a fraction, the numerator of which is the number of square feet of Rentable Area of the Subleased Premises and the denominator of which is the number of square feet of Rentable Area of the Master Premises. Subtenant’s Share on the Commencement Date shall be set forth in the Confirmation Agreement or at such time as the Rentable Areas of the Subtenant Premises and the Premises are determined pursuant to Paragraph 1(C) of the Master Lease. Subtenant’s Share is subject to adjustment pursuant to the formula set forth above if and to the extent the square footage of the Rentable Area of the Subleased Premises and/or the Master Premises is adjusted from time to time pursuant to the Master Lease.

2. Sublease of Subleased Premises .

2.1. Initial Term . Sublandlord hereby subleases to Subtenant and Subtenant hereby Subleases from Sublandlord the Subleased Premises for the Sublease Term on the terms and subject to the conditions set forth in this Sublease. The validity and enforceability of this Sublease is contingent upon and subject to Master Landlord’s execution and delivery of the instrument substantially in the form attached hereto as Exhibit “D” (the “Master Landlord Recognition Agreement”). Sublandlord shall pay any review expenses charged by Master Landlord in connection with its review and approval of this Sublease and Subtenant.

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2.2. Renewal Option .

(a) Subtenant shall have the right (the “Initial Term Extension Option”) to extend the Term hereof through the Initial Term Expiration Date by delivering written notice to Sublandlord of such election on or prior to the 60 ^th day preceding the Termination Date. If Subtenant timely exercises the Initial Term Extension Option, Subtenant’s leasing of the Subleased Premises during the period (the “Initial Term Extension Period”) commencing on the day following the Termination Date and continuing through the Initial Term Expiration Date shall be upon the same terms and conditions as are set forth herein, except that Subtenant shall pay Net Rent during the Initial Term Extension Period in the amounts set forth on Exhibit “E” attached hereto.

(b) Subtenant, at any time on or prior to the 30th day preceding the last day on which Sublandlord may exercise a Renewal Option pursuant to Article 35 of the Master Lease, and provided Subtenant shall have exercised the Initial Term Extension Option pursuant to Paragraph 2.2(a) above, may elect to cause Sublandlord to exercise the applicable Renewal Option with respect to the Subleased Premises, whereupon Sublandlord shall so exercise such Renewal Option. The Sublease Term thereafter shall be extended for the length of the First Renewal Term or the Second Renewal Term, as applicable, and Subtenant shall pay Net Rent for the applicable Renewal Term in the amount determined by Master Landlord and Sublandlord pursuant to Article 35 of the Master Lease. Subtenant shall be entitled to participate with Sublandlord in the negotiation and determination of the Fair Market Rental Value for the Renewal Premises, but the final negotiation and determination of such Fair Market Rental Value shall be made by Master Landlord and Sublandlord pursuant to the provisions of the Master Lease. If and to the extent Master Landlord, pursuant to the Master Landlord Recognition Agreement, shall have committed to enter into a direct lease with Subtenant upon and subject to the terms and conditions of the Master Lease, as modified by this Sublease, for the Renewal Term(s), Sublandlord and Subtenant shall cooperate to effect a direct lease between Master Landlord and Subtenant for the Subleased Premises only upon the terms and conditions of the Master Lease as modified hereby.

3. Delivery of the Subleased Premises . Sublandlord shall deliver exclusive possession of the Subleased Premises in broom clean condition to Subtenant on or prior to the Commencement Date.

4. Rent Payments .

4.1. Commencement of Net Rent . Subtenant’s obligations to make payments of Net Rent shall commence on the Commencement Date. Subtenant shall pay the Net Rent, without prior notice or demand, to Sublandlord at the address set forth in Paragraph 23 below, or at such other address as Sublandlord may from time to time designate in writing, by a check for currency which, at the time of payment, is legal tender for private or public debts in the United States of America, on the Commencement Date and thereafter in advance on or before the first day of each and every calendar month of the Sublease Term, without any abatement, deduction or set-off whatsoever, except as expressly provided for in this Sublease. Any payments due under this Paragraph 4.1 shall be prorated for any partial calendar month occurring during the Sublease Term.

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4.2. Additional Rent . In addition to Net Rent payable by Subtenant with respect to the Subleased Premises, commencing on the Commencement Date, Subtenant shall pay to Sublandlord, as Additional Rent, Subtenant’s Share of all amounts of Additional Rent payable by Sublandlord to Master Landlord pursuant to the Master Lease, which are allocable to the Sublease Term. If the amount of Additional Rent payable by Sublandlord for the Subleased Premises is separately identifiable on the statements from Master Landlord, then Subtenant shall pay such amount. Payments for the first and last years of the Sublease Term shall be equitably prorated. During the Sublease Term, Sublandlord shall provide to Subtenant copies of all statements, estimates, reconciliations and audits of Taxes and Operating Expenses received from Master Landlord pursuant to the Master Lease. Sublandlord shall provide to Subtenant, with each statement relating to the payment and adjustment of Additional Rent, the basis for the calculation thereof in sufficient detail for Subtenant to confirm, as between Sublandlord and Subtenant, the amount owed without the necessity of obtaining further data from Master Landlord or Sublandlord. Net Rent and Additional Rent shall be together referred to herein as “Rent.”

4.3. Audit . Sublandlord, if Subtenant so requests, shall exercise its right to audit and review Master Landlord’s books and records pertaining to any calculation of Additional Rent subject to and in accordance with Sublandlord’s rights applicable thereto set forth in Paragraph 3(F) of the Master Lease. Sublandlord shall appoint the accountant to be used for Tenant’s review, and Sublandlord and Subtenant shall cooperate with each other to effect an efficient conduct of Tenant’s review. Subtenant shall bear the cost incurred to conduct such review, except that if such review results in a finding of an overpayment by Sublandlord and Subtenant of Additional Rent, Sublandlord and Subtenant, together with any of the other subtenants of the Master Premises that request Subtenant to perform such a review, shall share ratably the cost associated with the conduct of such review. Sublandlord shall cooperate with Subtenant in order to permit Subtenant to conduct such review, including, but not limited to, making such requests and inquiries of Master Landlord as Subtenant deems necessary to the extent same are permitted pursuant to such Paragraph 3(F) of the Master Lease.

4.4. Amounts Due Subsequent to Termination . If at any time subsequent to the Termination Date or the date of the earlier termination of this Sublease, any other amounts are due under this Sublease with regard to any ongoing liability under this Sublease the party so owing such amount, shall remit such amount within ten (10) Business Days after the demanding party’s demand by written notice.

4.5. Rent Payments to Master Landlord . If and to the extent Sublandlord so directs, Subtenant shall make its monthly payments of Net Rent and Additional Rent directly to Master Landlord in the manner and to the location provided in the Master Lease.

5. Condition of the Subleased Premises .

5.1. Construction of Improvements . Subtenant acknowledges and agrees that certain improvements to the Subleased Premises are being constructed by or on behalf of Sublandlord pursuant to a certain construction contract (the “Tenant Improvements Construction Contract”) by and between Pritzker Realty Group, L.P. and Power Construction Company (the

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“Fit-Out Work Contractor”), pursuant to which Pritzker Realty Group, L.P., on behalf of Sublandlord, Subtenant, and other subtenants of Sublandlord, is constructing or causing to be constructed and completed certain improvements throughout the Master Premises, for the use by Subtenant with respect to the Subleased Premises only, and certain other subtenants of Sublandlord (the “Other Subtenants”) with respect to their respective subleased premises. Sublandlord and Subtenant further acknowledge and agree that each of Subtenant and the Other Subtenants shall bear a portion of the costs to construct the improvements in the Master Premises, to the extent such costs exceed the Fit-Out Allowance, and that the allocation of such excess costs shall be determined and paid pursuant to separate agreements.

5.2. As-Is Condition . Subtenant shall accept possession of the Subleased Premises on the Commencement Date in their as-is condition. Sublandlord and Subtenant, however, following the Commencement Date, shall jointly prepare a list of the Fit-Out Work still to be completed by the Fit-Out Work Contractor, and Sublandlord, through its consultant, Pritzker Realty Group, L.P., shall use commercially reasonable efforts to cause the Fit-Out Work Contractor to complete such remaining Fit-Out Work as soon as practicable following the Commencement Date.

6. Master Lease – Rights and Obligations of Subtenant .

6.1. Rights and Obligations . Except to the extent expressly excluded or limited elsewhere in this Sublease or in the Master Lease, from and after the Commencement Date, Subtenant shall enjoy all of the rights and benefits and shall perform all of the obligations of Sublandlord as the “Tenant” under the Master Lease as if the Subtenant were the “Tenant” under the Master Lease with regard to the Subleased Premises.

6.2. Indemnification by Subtenant . Subtenant shall not take any action or do or perform any act or fail to perform any act which would result in the failure or breach of any of the covenants, agreements, terms, provisions or conditions of the Master Lease on the part of the Tenant thereunder. Subtenant hereby agrees to indemnify and hold Sublandlord harmless from and against any and all claims, losses and damages, including, without limitation, reasonable attorneys’ fees and disbursements, which may at any time be asserted against Sublandlord by (a) Master Landlord for failure of Subtenant to perform any of the covenants, agreements, terms, provisions or conditions contained in the Master Lease which by reason of the provisions of this Sublease, Subtenant is obligated to perform, or (b) any person by reason of Subtenant’s use and/or occupancy of the Subleased Premises. In each and every instance in which Subtenant fails to perform its obligations and/or comply with all of the terms and provisions to be performed by Subtenant with regard to the Subleased Premises as the “Tenant” under the Master Lease, Sublandlord may, but shall not be obligated to, with regard to the Subleased Premises, take such actions against Subtenant as Master Landlord may take or have under the Master Lease. As between Sublandlord and Subtenant, in the event of any conflict between any of the terms and conditions of the Master Lease and this Sublease, this Sublease shall prevail and control.

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6.3. Direct Arrangements with Master Landlord . Subtenant may make direct arrangements with Master Landlord regarding additional hours of air conditioning and other services to the Subleased Premises, and Subtenant shall pay any and all costs with regard to such services. Sublandlord further grants to Subtenant the right to deal directly with Master Landlord with respect to the rights of Sublandlord under the Master Lease with respect solely to the Subleased Premises, the conduct or manner of conduct of Subtenant’s or Master Landlord’s activities in the Subleased Premises, or work to be performed or services to be rendered by Master Landlord relating to the Subleased Premises or the parking rights of Subtenant hereunder, it being the intent of the parties hereto that Subtenant may exercise such rights as are reasonably necessary to permit Subtenant the use, occupancy and enjoyment of the Subleased Premises on a daily basis.

6.4. Master Lease Superior . This Sublease shall be and remain at all times subject and subordinate to the terms of the Master Lease.

7. Master Lease - Obligations of Sublandlord .

7.1. Enforcement of Master Landlord Obligations . Subtenant recognizes and acknowledges that Sublandlord is not the owner of and does not operate the property of which the Subleased Premises are a part, and, therefore, is not in a position to carry out and perform the obligations of Master Landlord under the Master Lease. Sublandlord, however, shall take such actions as are reasonably necessary to enforce Sublandlord’s rights under the Master Lease and to use its commercially reasonable and good faith efforts to cause Master Landlord to perform its obligations thereunder.

Sublandlord shall deliver to Subtenant within five (5) business days of Sublandlord’s receipt any and all notices, statements and materials related to the Master Lease which are received by Sublandlord from Master Landlord and shall deliver to Subtenant concurrently with its delivery to Master Landlord any and all notices, statements and materials related to the Master Lease which are delivered by Sublandlord to Master Landlord, in each instance, if and to the extent same relate in any way to the Subleased Premises or this Sublease or Subtenant’s use and occupancy of the Subleased Premises.

If Subtenant shall give Sublandlord a written notice claiming that Master Landlord is not performing, fulfilling or observing Master Landlord’s covenants, agreements and obligations contained in the Master Lease, setting forth with reasonable specification and detail the nature of such non-performance, and requesting Sublandlord to seek performance by Master Landlord, if and to the extent such non-performance relates in any way to the Subleased Premises or this Sublease, Sublandlord will, with reasonable promptness but with no out-of-pocket expense of Sublandlord, request Master Landlord to so perform, fulfill or observe, and upon any failure to do so, Subtenant may, in the name of Sublandlord or Subtenant or both, but at the expense of Subtenant, seek by appropriate action to cause such performance or observance by Master Landlord and Subtenant shall indemnify Sublandlord from and against any and all claims, demands, causes of action, judgments, costs, expenses, and all losses and damages arising or resulting therefrom.

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7.2. No liability of Sublandlord . Notwithstanding anything to the contrary contained in this Sublease, Subtenant acknowledges and agrees that, except for Sublandlord’s failure to perform Sublandlord’s obligations as “Tenant” under the Master Lease, which failure by Sublandlord causes an act or failure to act by Master Landlord having a direct adverse affect on Subtenant’s occupancy of the Subleased Premises: (a) Sublandlord shall not be liable or responsible for any breach or default by Master Landlord of any of the covenants or obligations of Master Landlord under the Master Lease, including, without limitation any indemnification obligations of Master Landlord; and (b) no breach, default, or failure by Master Landlord shall constitute a default by Sublandlord under this Sublease. Except to the extent herein provided, including without limitation, Subtenant’s right to the quiet enjoyment of the Subleased Premises, Sublandlord’s failure or refusal to comply with any such provisions of the Master Lease shall not excuse Subtenant from performing its obligations under this Sublease, including paying the Net Rent and Additional Rent and all other charges provided for herein without any abatement, deduction or setoff whatsoever.

This Sublease and the obligations of Subtenant to pay Rent hereunder and perform all of the other covenants, agreement, terms, provisions and conditions hereunder on the part of Subtenant to be performed shall in no way be affected, impaired or excused because Master Landlord (with regard to the Master Lease) or Sublandlord (with regard to this Sublease) is unable to fulfill any of their obligations under the Master Lease or this Sublease, respectively, or is unable to supply or is delayed in supplying any service, express or implied, to be supplied, or is unable to make or is delayed in supplying any equipment or fixtures, in any such instance if Master Landlord or Sublandlord, as the case may be, is prevented or delayed from so doing by reason of any cause whatsoever beyond, respectively, Master Landlord’s or Sublandlord’s reasonable control, including, but not limited to, acts of God, strikes, labor troubles, governmental preemption in connection with a national emergency or by reason of any rule, order or regulation of any department or subdivision thereof of any governmental agency or by reason of the conditions of supply and demand which have been or are affected by war, hostilities or other similar emergency.

7.3. Abatements of Rent . If Sublandlord receives an abatement of rent under the Master Lease as a result of a failure of Master Landlord to provide services, repairs, restorations, equipment or access to the Subleased Premises, then Subtenant shall be entitled to an abatement of Rent hereunder on a ratable basis based upon the portion of the abatement which is allocable to the Subleased Premises and on the number of rentable square feet in the Subleased Premises and in the Premises.

7.4. Indemnification by Sublandlord . Sublandlord shall not take any action or do or perform any act or fail to perform any act which would result in the failure or breach of any of the covenants, agreements, terms, provisions or conditions of the Master Lease on the part of the Tenant thereunder. Sublandlord hereby agrees to indemnify and hold Subtenant harmless from and against any and all claims, losses, and damages, including but limited to, reasonable attorney’s fees and disbursements, which may at any time be asserted against Subtenant arising out of such failure or breach.

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7.5. No Amendments . Sublandlord shall not amend, modify or voluntarily terminate the Master Lease without obtaining the prior written consent thereto from Subtenant if, in the case of any such amendment or modification, Subtenant, its interest in the Subleased Premises, or the Subleased Premises will be affected. Any such amendment, modification or termination effected without Subtenant’s prior written consent shall not relieve Sublandlord of its obligations to Subtenant under this Sublease. Subtenant’s consent shall not be unreasonably withheld or delayed.

8. Use of Subleased Premises . The Subleased Premises will be used pursuant to Article 5 of the Master Lease.

9. Additions and Alterations . Subtenant shall not make any Alterations to the Subleased Premises except in accordance with Article 8 of the Master Lease. For purposes of conforming to Article 8 of the Master Lease, Subtenant shall be deemed the “Tenant” thereunder and Subtenant shall obtain the prior written consent of Master Landlord to any such Alterations which require Master Landlord’s consent under the Master Lease. Subtenant also shall obtain the prior written consent of Sublandlord, which consent shall not be unreasonably withheld, conditioned or delayed, for any Alterations which will materially modify the architectural configuration or layout of the Subleased Premises. Subtenant, in connection with any proposed Alterations which require the consent of Sublandlord, shall reimburse Sublandlord for any and all reasonable out-of-pocket costs and expenses incurred by Sublandlord in connection with its review and approval of said proposed Alterations.

10. Shared Facilities .

10.1. Costs and Expenses - Construction . Subtenant shall pay Subtenant’s Share of the “Tenant’s SF Contribution” required to be paid by Sublandlord, if any, for the cost to construct the Shared Facilities within 30 days following its receipt of written request therefor.

10.2. Cafeteria . Subtenant shall be permitted to use the Cafeteria in the same manner and to the same extent as Sublandlord at all times during which Subtenant is a Subtenant Permittee.

10.3. Fitness Center . The Subtenant shall be allotted Subtenant’s Share of Sublandlord’s available memberships to the Fitness Center at all times during which Subtenant is a Subtenant Permittee.

11. Parking . Subtenant shall have the right, but not the obligation, during the Sublease Term, to sublease at the rates from time to time charged to Sublandlord for said parking spaces, up to three (3) of the parking spaces Master Landlord is obligated to make available to Sublandlord. Subtenant, to the extent permitted by Master Landlord, shall contract directly with Master Landlord, utilizing the Terms of Parking License attached to the Master Lease as Exhibit P-2. If and to the extent at any time Sublandlord and its other subtenants are not utilizing all of the parking spaces Master Landlord is obligated to make available to Sublandlord, Sublandlord, upon receipt of written request from Subtenant, shall deliver written notice to Master Landlord pursuant to which Sublandlord shall advise Master Landlord that Sublandlord desires to increase the number of parking spaces it uses, all in accordance with the request received from Subtenant. Subtenant shall be responsible for any and all costs associated with the transfer of the rights to the parking spaces to Subtenant, including, without limitation, costs, if any, regarding entry cards and parking stickers.

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12. Insurance .

12.1. Required Insurance . Article 10 of the Master Lease is hereby incorporated into this Sublease as if set forth in full herein, except, however, that thereunder (i) Subtenant shall be deemed the “Tenant,” (ii) obligations of Master Landlord with regard to insurance policies required to be maintained by Master Landlord shall not be borne by Sublandlord and Sublandlord shall have no obligations to Subtenant with regard thereto; and (iii) the liability insurance policies carried by Subtenant shall name both Sublandlord and Master Landlord as additional insureds and shall also contain a provision that the insurance afforded by such policy shall be primary insurance and any that insurance carried by Sublandlord or Master Landlord shall be excess over and non-contributing with Subtenant’s insurance.

12.2. Waivers of Claims . Sublandlord and Subtenant each hereby waive any and every claim for recovery from the other for any and all loss of or damage to their respective property, which loss or damage is covered by valid and collectible physical damage insurance policies, to the extent that such loss or damage is recoverable under said insurance policies. Inasmuch as this mutual waiver will preclude the assignment of any such claim by subrogation or otherwise to an insurance company or any other person, Sublandlord and Subtenant each agree to give to each insurance company which has issued, or in the future may issue, policies of physical damage insurance, written notice of the terms of this mutual waiver, and to have said insurance policies properly endorsed, if necessary, to prevent the invalidation of said insurance coverage by reason of said waiver.

13. Damage or Destruction . If all or a portion of the Subleased Premises is destroyed or damaged as described in Article 10 of the Master Lease: (i) Sublandlord shall have no obligation or liability to Subtenant in connection with any such damage or destruction, (ii) this Sublease shall continue only to the extent the Master Lease remains in effect pursuant to Article 10 of the Master Lease (and Sublandlord shall provide Subtenant with any notices by Master Landlord in connection therewith), (iii) Subtenant shall be entitled to an abatement of Rent to the extent that the Subleased Premises shall have been rendered Untenantable until substantially repaired, but only to the extent that Sublandlord’s rent under the Master Lease has been abated (on the same percentage basis that Sublandlord’s rent is abated), and (iv) Subtenant shall have the same rights to terminate this Sublease as Sublandlord has to terminate the Master Lease, as provided in the Master Lease. Sublandlord shall use commercially reasonable efforts to enforce Sublandlord’s rights under Article 10 of the Master Lease. If the destruction or damage relates solely to the Subleased Premises, then Subtenant shall have the right to approve any settlement of Sublandlord’s rights under the Master Lease relating to such casualty, which approval shall not be unreasonably withheld or delayed. In all other cases, Subtenant shall be entitled to participate with Sublandlord in the enforcement of Sublandlord’s rights under Article 10 of the Master Lease, provided that the final settlement in any such case shall be made by Sublandlord.

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14. Condemnation . If all or a portion of the Subleased Premises is taken as described in Article 12 of the Master Lease: (a) if the Master Lease is terminated, this Sublease shall terminate concurrently therewith and Sublandlord shall have no liability to Subtenant as a result thereof; (b) Subtenant shall have no right to receive or direct the application of any condemnation award, except for any separate award obtained by Subtenant solely for business interruption, moving expenses, or Subtenant’s personal property; and (c) Subtenant shall have the same rights to terminate this Sublease as Sublandlord has to terminate the Master Lease, as provided in the Master Lease. Sublandlord shall use reasonable efforts to enforce Sublandlord’s rights under Article 12 of the Master Lease in the event of any condemnation or similar taking. Subtenant shall be entitled to participate with the Sublandlord in the enforcement of Sublandlord’s rights under Article 12 of the Master Lease, provided that the final settlement in any such case shall be made by Sublandlord. Subtenant shall be entitled to a ratable portion of any abatement of rent and a ratable portion of any “bonus value” of the leasehold estate evidenced by the Master Lease in the event Sublandlord is entitled to such abatement or bonus value as described in said Article 12.

15. Indemnification Generally . To the extent Tenant is obligated to indemnify, defend and/or hold harmless Landlord under the Master Lease, with respect to Subtenant’s occupancy of the Subleased Premises, (i) Subtenant shall be deemed the “Tenant”; and (ii) “Landlord” shall be deemed to mean both Master Landlord and Sublandlord with regard to any and all rights and benefits of “Landlord” or any obligations of Subtenant to “Landlord”. Subtenant, however, at no event shall be obligated to indemnify, defend and/or hold harmless Sublandlord, either pursuant to this Paragraph 15 or any other provision of this Sublease, against any claims, losses or damages which are based upon or result from any act or omission of Sublandlord. This provision shall survive the termination of this Sublease.

16. Representations and Warranties of Sublandlord . Sublandlord represents and warrants to Subtenant that the following are true and correct as of the date hereof: (i) the Master Lease is unmodified and in full force and effect, and Sublandlord’s leasehold estate thereunder has not been assigned, mortgaged, pledged or encumbered, and the Subleased Premises have not been sublet by Sublandlord to any other party; (ii) the Master Lease evidences the entire agreement with respect to the Master Premises between Sublandlord and Master Landlord; (iii) Sublandlord has received no written notice from Landlord of a default by Sublandlord under the Master Lease which remains uncured; (iv) Landlord is not in default in the performance and/or observance of any material covenant, agreement or condition of the Master Lease on Landlord’s part to be performed or observed; and (v) Subtenant is a Subtenant Permittee pursuant to Article 7 of the Master Lease and is entitled, pursuant thereto, to the use and equipment of the Shared Facilities subject to and in accordance with said Article 7 and Paragraph 10 of this Sublease. The aforesaid representations and warranties shall be deemed remade at and as of the Commencement Date.

17. Other Subtenants . Subtenant acknowledges and agrees that certain improvements, equipment, facilities and cabling from time to time installed within the Master Premises shall be used by Subtenant, all or any number of the Other Subtenants, and Sublandlord, and that Subtenant, such Other Subtenants, and Sublandlord shall bear on an equitable basis (a) the cost of such shared improvements, equipment, facilities and cabling, as well as the construction, installation, repair and maintenance thereof, and (b) the

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rent due and payable by Sublandlord under the Master Lease for the space occupied by such improvements, equipment, facilities and cabling. Sublandlord shall maintain responsibility for the construction, installation, repair and maintenance of all of such shared improvements, equipment, facilities and cabling throughout the Term.

18. Right of First Offer . If at any time any of the space located on the balance of the 47th floor of the Building (the “Subject Space”) shall become available for lease, Sublandlord shall not sublease any of such space (the “Available Space”) to any other person unless Subtenant first shall have waived or been deemed to have waived its right to lease such Available Space pursuant to the terms and provisions of this Section 18. If at any time Sublandlord learns that any of the Subject Space will become Available Space, Sublandlord promptly shall notify Subtenant of the date on which such Available Space will become available, and Subtenant thereafter shall have the right to lease such Available Space upon the same terms and conditions as are set forth herein with respect to the Subleased Premises by delivering written notice of such exercise to Sublandlord within twenty (20) Business Days of Subtenant’s receipt of the written notice of such availability from Sublandlord. If Subtenant elects to lease such Available Space, then on the date on which such Available Space becomes available, or on such other date as Sublandlord and Subtenant shall mutually agree, the Available Space shall be included in the Subleased Premises upon the same terms, covenants and conditions as are applicable to the Subleased Premises, and the amount of Net Rent due and payable by Subtenant with respect to the Available Space shall be calculated utilizing the same rate, expressed on a per square foot of Rentable Area basis, as the Net Rent applicable to the Subleased Premises, and the Subtenant’s Share shall be appropriately adjusted.

If any such Available Space is scheduled to become available upon the occurrence of the Initial Term Expiration Date, Sublandlord shall so notify Subtenant in writing, and Subtenant shall have the right to cause Sublandlord to exercise the applicable Renewal Option with respect to the Available Space, whereupon Sublandlord shall so exercise such Renewal Option.

19. Inapplicable Provisions of Master Lease . Notwithstanding the foregoing, the following Articles and Paragraphs, of the Master Lease (or portions thereof) are inapplicable to this Sublease: Articles 1, 2, 3, 4, 7, 8, 10, Paragraph 11(I), Article 12, Paragraph 24(C), Paragraph 25(B), Paragraph 26(H), and Articles 31, 32, 33, 35, 36, 37.

20. Shared Floor and Facilities . The Subleased Premises located on the 47th and 46th floors are being constructed and completed in such a manner to be included as a full floor build-out and not a separate space to be occupied exclusively as would a multi-tenant floor in the Building be completed and occupied. In that connection, the Rentable Area of the Subleased Premises includes an allocation of common facilities (the “Common Facilities”) on the 47th and 46th floors, including the elevator lobby, reception area, breakroom, mailroom, bathroom, and other facilities intended to be used in common with Sublandlord or other occupants on the floor, as shown in the plans for the build-out being completed pursuant to the Tenant Improvements Construction Contract. Subtenant shall have the rights, in common with the other subtenant(s) and Sublandlord, to use and have access to the Common Facilities of the 47th and 46th floors.

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21. Covenant of Quiet Enjoyment . Sublandlord covenants and agrees that Subtenant, on paying the Net Rent and other Rent herein reserved, and on keeping, observing and performing all of the other terms, covenants, conditions, provisions and agreements herein contained on the part of Subtenant, to be kept, observed and performed, shall peaceably and quietly have, hold and enjoy the Subleased Premises subject to the terms, covenants, conditions, provisions and agreements hereof, during the term of this Sublease, free from hindrance or disturbance by Sublandlord or any person claiming by, through or under Sublandlord.

22. Brokers . Each of Sublandlord and Subtenant represents to the other that it has not dealt with any broker, agent, finder or consultant in connection with this Sublease, and that insofar as each party knows, no broker, agent, finder or consultant has participated in the procurement of Subtenant or the negotiation of this Sublease or is entitled to any commission therewith. Each of Sublandlord and Subtenant shall indemnify and hold the other harmless from all damages, judgments, liabilities and expenses (including reasonable attorneys fees) arising from any breach of the foregoing representations.

23. Notices . Except as expressly provided to the contrary in this Sublease, every notice or other communication to be given by either party to the other with respect hereto or to the Subleased Premises or Property, shall be in writing and shall not be effective for any purpose unless the same shall be served (i) personally or (ii) by next business day delivery by a nationally recognized overnight courier service, in either case, to the parties as follows: