ASSIGNMENT OR SUBLEASE. Provided LESSEE is not in default of any term hereof, LESSEE may assign this lease or sublet or allow another entity or individual to use or occupy all or part of the premises, but only with LESSOR’S prior written consent in each instance. LESSEE shall not assign this lease or sublet any part of the premises to any other current or prospective tenant of LESSOR, or any affiliate of such current or prospective tenant. As a condition to any assignment or sublease, a security deposit increase shall be paid to and held by LESSOR. If LESSEE notifies LESSOR of its desire to assign this lease or sublet, LESSOR may elect to terminate this lease, at an effective date to be determined by LESSOR, upon notice to LESSEE. Notwithstanding LESSOR’S consent to any assignment or sublease, LESSEE and GUARANTOR shall remain liable for the payment of all rent and for the full performance of all terms of this lease and ail amendments and extensions thereto.

Sub-Sublease and Assignment. Subtenant will have the right, subject to Master Landlord’s and Sublandlord’s consent on the terms set out in the Master Lease, to sub-sublease or assign any portion of the Sublet Portion and any portion of any space subsequently sub-leased, at any time during the Term.

Master Landlord Consent to Sublease. Sublandlord shall use diligent efforts to obtain Master Landlord’s consent to this Sublease in a form reasonably acceptable to the parties. Subtenant shall cooperate with Sublandlord in obtaining the Master Landlord’s consent and shall timely sign any commercially reasonable assumption agreement required by Master Landlord. If Master Landlord has not consented to this Sublease within thirty (30) days after the Effective Date, Subtenant shall be entitled to terminate this Sublease whereupon Sublandlord shall promptly return all sums paid by Subtenant hereunder. Upon Master Landlord’s consent to this Sublease, Subtenant shall reimburse Sublandlord for one-half of any and all review fees that Sublandlord had to pay Master Landlord to review, process and consent to the Sublease, provided that Subtenant’s liability for its share of any such review fees shall not exceed $2,500.

Surrender of GAIC/Newmark Sublease Space. If Tenant does not lease the 14th Floor Expansion Space pursuant to Paragraph 1 above, then Tenant shall vacate and surrender the GAIC/Newmark Sublease Space on or before December 31, 2009, so that GAIC can surrender the GAIC/Newmark Sublease Space to Landlord in the condition required by the GAIC Lease on or before December 31, 2009.

Tenant and Sublessee wish to enter into the Sublease respecting the Premises described therein (the “Sublease Premises”).

make or consent to any modification, cancellation or surrender or amendment to the terms of the Sublease without Landlord’s written consent, except for any unilateral right of subtenant to terminate the Sublease pursuant to the express terms of the Sublease, unless the same are either # consented to by the Landlord, # expressly contemplated in the Sublease (i.e., an amendment merely to document to right expressly granted in the Sublease), or # due to a termination or amendment of the Sublease to reduce the premises demised thereunder or the term, in either case, so that Sublessor can reclaim the Subleased Premises or a portion thereof for its own use or use by any Related Entity (as defined in the Prime Lease) unless such termination or amendment shall result in the Sublease no longer meeting all of the conditions of an Eligible Sublease (as defined in the Prime Lease) (e.g., if such amendment results,in the Sublease Premises no longer constituting an Eligible Floor or if such amendment results in the Sublease no longer being co-terminus with other subleases of Sublandlord where a similar non-disturbance agreement has been granted, etc).

For purposes of this Article 7, “Recapture Surviving Sublease” shall mean any sublease of more than 15,000 rentable square feet of space in the Premises in effect for any part of the Premises that is subject to Landlord’s termination right pursuant to the applicable Tenant’s Recapture Offer at the time of the giving of such Tenant’s Offer Notice, except for # any sublease under which the subtenant is a Related Entity of Tenant, # any sublease not requiring Landlord’s consent under this Lease and for which such consent was not obtained, # any sublease to a Service and Business Relationship Entity, or # any sublease to a Charitable Organization.

In the event that Tenant enters into a sublease for the entire Premises in accordance with this Article that expires within two (2) days of the Term Expiration Date, the term expiration date of such sublease shall, notwithstanding anything in this Lease, the sublease or any consent to the sublease to the contrary, be deemed to be the date that is two (2) days prior to the Term Expiration Date.

​, ​ (Master Landlord”) hereby consents to the foregoing Sublease between [[Organization A:Organization]], a Delaware corporation (“Sublandlord”) and Zuora, Inc., a Delaware corporation, (“Subtenant”) dated , 2016 (the “Sublease”). Furthermore, Master Landlord hereby acknowledges that this Sublease complies with Section 22 of the Master Lease and waives any and all recapture rights that it may have pursuant to Section 22 of the Master Lease as a result of this Sublease.

Notwithstanding anything contained in this Lease to the contrary, but subject to paragraph # below, in the event that Tenant receives payments in the nature of rent from any subtenant of the Premises with respect to such subtenant’s occupancy of the Premises during the Abatement Period, net of the reasonable, out-of-pocket expenses which Tenant reasonably incurred in connection with procurement of such sublease, amortized on a straight-line basis over the initial term of such sublease (“Abatement Period Sublease Rent”), then Tenant shall pay to Landlord, as additional rent, an amount (each such amount, an “Abatement Period Sublease Payment”) equal to seventy five percent (75%) of the Abatement Period Sublease Rent. Tenant shall pay to Landlord any Abatement Period Sublease Payment within fifteen (15) business days after each date that Tenant receives any installment of Abatement Period Sublease Rent from a subtenant, (and, if there are any such payment(s) received by Tenant under or in connection with the sublease other than a monthly payment which are “disguised”, rental payments as described in [Section 7.4] hereof, such payment(s) shall be included in the Abatement Period Sublease Payment as if payable in equal monthly installments over the term of such sublease). No payments to Tenant shall be deemed to be “disguised” Abatement Period Sublease Rent for purposes of the foregoing where Tenant receives an amount which does not exceed fair market value for furniture, fixtures or other items or services in question. Acceptance by Landlord of any Abatement Period Sublease Payment shall not be deemed to constitute approval by Landlord of any sublease, nor shall such acceptance waive any rights of Landlord hereunder. Landlord shall, upon reasonable prior written notice have the right to inspect and audit Tenant’s books and records relating to any sublease, but solely for the limited purpose of verifying the amounts which could reasonably be expected to be due hereunder, and subject to Landlord executing a commercially reasonable confidentiality agreement.