Common use of Incorporation of Lease Clause in Contracts

Incorporation of Lease. This Sublease and all rights of Sublessee hereunder are subject to the terms, conditions and provisions of the Lease, a copy of which is attached hereto, made a part hereof and incorporated herein by reference as Exhibit B; provided, however, that to the extent the express terms of this Sublease are inconsistent with the terms of the Lease, the express terms of this Sublease shall control. Notwithstanding the foregoing, the following provisions of the Lease are expressly not incorporated herein: Sections 4, 6.1, 6.3 (except for the definitions of Operating Expenses and Tax Costs therein), 8, 12.1, 12.2, 36.20, 37, 38, and 39 and Exhibit D. Other than the payment of Base Rent and Direct Costs under the Lease, Sublessee hereby assumes and agrees to observe and perform the covenants and obligations of Sublessor as lessee under the Lease with respect to the Premises. Sublessee shall not do anything or suffer or permit anything to be done which could result in a default under the Lease or permit the Lease to be canceled or terminated. Notwithstanding anything herein or in the Lease to the contrary, Sublessee shall not have any right to exercise or have Sublessor (and Sublessor does not intend to exercise) exercise any option under the Lease. It is expressly understood and agreed that Sublessor does not assume and shall not have any of the obligations or liabilities of the Lessor under the Lease, and that Sublessor is not making the representations or warranties, if any, made by the Lessor in the Lease. In the event of the termination of Sublessor’s interest as lessee under the Lease for any reason, this Sublease shall terminate concurrently therewith without any liability of Sublessor to Sublessee. Sublessor represents and warrants to Sublessee that (i) a true and complete copy of the Lease is annexed hereto as Exhibit B, (ii) Sublessor is the Tenant under the Lease, (iii) Sublessor has full right, power and authority to execute this Sublease as Sublessor hereunder and to sublet the Premises to Sublessee, subject only to obtaining the prior written consent of Lessor, which consent Sublessor shall use reasonable good-faith efforts to obtain, (iv) the person executing this Sublease on behalf of Sublessor has the right, power and authority to do so, (v) the Lease is in full force and effect, (vi) no agreement or understanding exists between Sublessor and Lessor except as disclosed in the Lease, the existence of which would have an adverse effect upon Sublessee, (vii) the Lease has not been amended, modified, supplemented or superseded in any manner, except as disclosed herein, (viii) there is no existing default under the Lease on the part of Sublessor, or to the actual knowledge of Sublessor, on the part of Lessor, (ix) Sublessor has no material claims against, or material disputes with, Lessor currently existing under the Lease which might adversely affect the rights granted to Sublessee under this Sublease, and (x) the Lease has not been assigned, nor has any portion of the Premises been subleased, encumbered or transferred by Sublessor .

Incorporation of Lease. This Except to the extent that they are inapplicable to, or are deleted or modified by the terms of this Sublease, all of the covenants, agreements, terms, provisions and conditions of the Lease are hereby incorporated in and made a part of this Sublease and shall be binding upon the parties hereto except as otherwise provided in this Sublease and such rights and obligations as are contained in the Lease are hereby imposed upon the respective parties hereto, the Sublandlord herein being substituted for the landlord named in the Lease, the Subtenant herein being substituted for the tenant named in the Lease and, where applicable, the term Sublease being substituted for the term Lease. Except as otherwise specifically provided herein, all acts and obligations to be performed and all of the terms and conditions to be observed by Sublandlord as tenant under the Lease shall be performed and observed by Subtenant, and Subtenant's obligations shall run to Sublandlord and Landlord as Sublandlord may determine to be appropriate or required by the respective interests of Sublandlord and Landlord. Subtenant shall not in any event have any rights in respect of Sublessee hereunder are subject the Subleased Premises greater than Sublandlord’s rights under the Lease, and, notwithstanding any provision to the termscontrary, conditions and as to obligations contained in this Sublease by the incorporation by reference of the provisions of the Lease, a copy Sublandlord shall not be required to make any payment or perform any obligation, and Sublandlord shall have no liability to Subtenant for any matter whatsoever, except for Sublandlord’s obligation to pay the rent and additional rent due under the Lease and for Sublandlord’s obligation to use reasonable efforts, upon request of which is attached heretoSubtenant, made a part hereof but at the sole cost and incorporated herein by reference as Exhibit Bexpense of Subtenant, to cause Landlord to observe and/or perform its obligations under the Lease, provided that in the event that Subtenant determines in good faith that Landlord has not performed its obligations under the Lease, including, but not limited to, the provision of Building services described in the Lease, then upon receipt of written notice from Subtenant, Sublandlord shall be obligated to use its commercially reasonable efforts to cause such breaches, defaults or failures of Landlord under the Lease to be resolved or otherwise settled to Subtenant’s reasonable satisfaction; provided, further however, that Sublandlord shall not have any obligation to commence litigation or other dispute resolution proceedings to cause Landlord to comply with the Lease unless Subtenant cannot do so in its own name, in which event Sublandlord shall do so at Subtenant’s expense. Except to the extent due to the express terms intentional misconduct or gross negligence of this Sublease are inconsistent with the terms Sublandlord, Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the Leaseservices or facilities that may be appurtenant to or supplied at the Building by Landlord or otherwise, including, without limitation, heat, air-conditioning, water and electric service; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any: (i) abatement, diminution or reduction of Subtenant’s obligations under this Sublease, (ii) constructive eviction, whether in whole or in part, or (iii) liability on the express terms part of Sublandlord. In the event that any term and/or condition of this Sublease shall control. Notwithstanding the foregoingconflict with, the following provisions or be inconsistent with, any term and/or condition of the Lease (other than those terms and conditions that are expressly not incorporated herein: Sections 4, 6.1, 6.3 (except for the definitions of Operating Expenses and Tax Costs thereinspecifically modified under this Sublease), 8or if exercised hereunder would constitute a default under, 12.1or breach of, 12.2, 36.20, 37, 38, and 39 and Exhibit D. Other than the payment of Base Rent and Direct Costs under the Lease, Sublessee hereby assumes and agrees this Sublease shall be deemed amended to observe and perform comply, or be consistent with, the covenants and obligations Lease. The foregoing notwithstanding, if any breach of Sublessor as lessee under the Lease with respect shall entitle Sublandlord to assert claims for an abatement of rent for constructive eviction or otherwise, then such abatement shall (if legally possible) accrue in favor of Subtenant. If Sublandlord shall be entitled to an abatement rent or other claims arising from fire or other casualty, then Subtenant shall have the Premisessame claims. Sublessee shall not do Further notwithstanding anything in this Sublease or suffer or permit anything to be done which could result in a default under the Lease or permit the Lease to be canceled or terminated. Notwithstanding anything herein or in the Lease to the contrary, Sublessee Subtenant shall not have no obligations for, or any right to exercise liability with respect to, (x) any acts or have Sublessor (and Sublessor does not intend to exercise) exercise any option under the Lease. It is expressly understood and agreed that Sublessor does not assume and shall not have any omissions of the obligations or liabilities of the Lessor Sublandlord under the Lease, and that Sublessor is not making or conditions pertaining to the representations Subleased Premises, first arising or warranties, if any, made by accruing prior to the Lessor in the Lease. In the event of the termination of Sublessor’s interest as lessee under the Lease for any reason, this Sublease shall terminate concurrently therewith without any liability of Sublessor to Sublessee. Sublessor represents and warrants to Sublessee that (i) a true and complete copy of the Lease is annexed hereto as Exhibit BCommencement Date, (iiy) Sublessor is the Tenant any Sublandlord breaches under the Lease, or (iii) Sublessor has full right, power and authority to execute this Sublease as Sublessor hereunder and to sublet the Premises to Sublessee, subject only to obtaining the prior written consent of Lessor, which consent Sublessor shall use reasonable good-faith efforts to obtain, (iv) the person executing this Sublease on behalf of Sublessor has the right, power and authority to do so, (v) the Lease is in full force and effect, (vi) no agreement any Sublandlord negligence or understanding exists between Sublessor and Lessor except as disclosed in the Lease, the existence of which would have an adverse effect upon Sublessee, (vii) the Lease has not been amended, modified, supplemented or superseded in any manner, except as disclosed herein, (viii) there is no existing default under the Lease on the part of Sublessor, or to the actual knowledge of Sublessor, on the part of Lessor, (ix) Sublessor has no material claims against, or material disputes with, Lessor currently existing under the Lease which might adversely affect the rights granted to Sublessee under this Sublease, and (x) the Lease has not been assigned, nor has any portion of the Premises been subleased, encumbered or transferred by Sublessor willful misconduct.

Incorporation of Lease. This Except as herein otherwise expressly provided, all of the terms of the Lease as they pertain to the Subleased Premises are hereby incorporated into and made a part of this Sublease as if stated at length herein, and Subtenant accepts this Sublease subject to, and hereby, during the Term of this Sublease, assumes all rights of Sublessee hereunder are the terms, covenants, conditions and agreements contained in the Lease with respect to 128 the Subleased Premises, to be performed by Sublandlord thereunder. The parties hereto agree that subject to the terms, conditions and provisions of this Sublease, wherever the words "Leased Premises" or words of similar import appear in the Lease, a copy the same shall be deemed to mean the Subleased Premises and wherever the words "Landlord" and "Tenant" appear in the Lease, the words shall be deemed to refer to Sublandlord and Subtenant respectively, so that, subject to the provisions of which is attached heretothis Sublease and with respect only to the Subleased Premises, made a part hereof Sublandlord shall have the rights and incorporated herein powers of the Landlord under the Lease, and Subtenant shall have and does hereby agree to be bound by reference as Exhibit Band accept all the rights, powers, duties and obligations of the Tenant under the Lease; provided, however, that to the extent the express terms of this Sublease are inconsistent with the terms of the Lease, the express terms of this Sublease shall control. Notwithstanding notwithstanding the foregoing, the following provisions Sublandlord shall have no obligation to perform or furnish any of the Lease are expressly not incorporated herein: Sections 4work, 6.1services, 6.3 (except for the definitions of Operating Expenses and Tax Costs therein), 8, 12.1, 12.2, 36.20, 37, 38, and 39 and Exhibit D. Other than the payment of Base Rent and Direct Costs repairs or maintenance undertaken to be made by Landlord under the Lease, Sublessee hereby assumes and agrees to observe and perform the covenants and obligations of Sublessor as lessee under the Lease with respect to the Premises. Sublessee shall not do anything or suffer any other term, covenant or permit anything condition required to be done which could result in a default under the Lease or permit the Lease to be canceled or terminated. Notwithstanding anything herein or in the Lease to the contrary, Sublessee shall not have any right to exercise or have Sublessor (and Sublessor does not intend to exercise) exercise any option performed by Landlord under the Lease. It is expressly understood Subtenant covenants and agreed agrees that Sublessor does not assume and it shall not do nothing which shall have the effect of creating a breach of any of the obligations or liabilities terms, covenants and conditions of the Lessor under the Lease, and that Sublessor is not making the representations or warranties, if any, made by the Lessor in the Lease. In the event that Landlord shall fail or refuse to comply with any of the termination respective provisions of Sublessor’s interest as lessee under the Lease for any reason, this Sublease shall terminate concurrently therewith without any liability of Sublessor to Sublessee. Sublessor represents and warrants to Sublessee that (i) a true and complete copy of the Lease is annexed hereto as Exhibit B, (ii) Sublessor is the Tenant under the Lease, (iii) Sublessor has full rightSublandlord shall have no liability on account of any such failure or refusal. Sublandlord hereby agrees to cooperate with and execute, power all at Subtenant's expense, all instruments and authority supply information reasonably required by Subtenant in order to execute this Sublease as Sublessor hereunder enforce such compliance. Subtenant hereby agrees to indemnify and to sublet the Premises to Sublesseehold Sublandlord harmless of and from any and all damages, subject only to obtaining the prior written consent of Lessorliabilities, obligations, costs, claims, losses, demands, and expenses, including reasonable attorneys' fees, which consent Sublessor may be incurred by Sublandlord in or as a result of such cooperation and execution. In amplification and not in limitation of the foregoing and without any allowance to Subtenant or other reduction or adjustment of Basic Rent and/or Additional Charges, Sublandlord shall use reasonable good-faith efforts to obtainnot be responsible for furnishing electrical, (iv) the person executing this Sublease on behalf of Sublessor has the rightelevator, power and authority to do soheating, (v) the Lease is air conditioning, cleaning, window washing, or other services, nor for any maintenance or repairs in full force and effect, (vi) no agreement or understanding exists between Sublessor and Lessor except as disclosed in the Lease, the existence of which would have an adverse effect upon Sublessee, (vii) the Lease has not been amended, modified, supplemented or superseded in any manner, except as disclosed herein, (viii) there is no existing default under the Lease on the part of Sublessor, or to the actual knowledge Subleased Premises or the Building of Sublessor, on the which it is a part of Lessor, (ix) Sublessor has no material claims against, or material disputes with, Lessor currently existing under the Lease which might adversely affect the rights granted to Sublessee under this Sublease, and (x) the Lease has not been assigned, nor has any portion of the Premises been subleased, encumbered facilities or transferred by Sublessor equipment therein.

Incorporation of Lease. This Except as herein otherwise expressly provided, all of the terms of the Lease as they pertain to the Subleased Premises are hereby incorporated into and made a part of this Sublease as if stated at length herein, and Subtenant accepts this Sublease subject to, and hereby, during the Term of this Sublease, assumes all rights of Sublessee hereunder are the terms, covenants, conditions and agreements contained in the Lease with respect to the Subleased Premises, to be performed by Sublandlord thereunder. The parties hereto agree that subject to the terms, conditions and provisions of this Sublease, wherever the words "Premises" or words of similar import appear in the Lease, a copy the same shall be deemed to mean the Subleased Premises and wherever the words "Landlord" and "Tenant" appear in the Lease, the words shall be deemed to refer to Sublandlord and Subtenant respectively, so that, subject to the provisions of which is attached heretothis Sublease and with respect only to the Subleased Premises, made a part hereof Sublandlord shall have the rights and incorporated herein powers of the Landlord under the Lease, and Subtenant shall have and does hereby agree to be bound by reference as Exhibit Band accept all the rights, powers, duties and obligations of the Tenant under the Lease; provided, however, that to the extent the express terms of this Sublease are inconsistent with the terms of the Lease, the express terms of this Sublease shall control. Notwithstanding notwithstanding the foregoing, the following provisions Sublandlord shall have no obligation to perform or furnish any of the Lease are expressly not incorporated herein: Sections 4work, 6.1services, 6.3 (except for the definitions of Operating Expenses and Tax Costs therein), 8, 12.1, 12.2, 36.20, 37, 38, and 39 and Exhibit D. Other than the payment of Base Rent and Direct Costs repairs or maintenance undertaken to be made by Landlord under the Lease, Sublessee hereby assumes and agrees to observe and perform the covenants and obligations of Sublessor as lessee under the Lease with respect to the Premises. Sublessee shall not do anything or suffer any other term, covenant or permit anything condition required to be done which could result in a default under the Lease or permit the Lease to be canceled or terminated. Notwithstanding anything herein or in the Lease to the contrary, Sublessee shall not have any right to exercise or have Sublessor (and Sublessor does not intend to exercise) exercise any option performed by Landlord under the Lease. It is expressly understood Subtenant covenants and agreed agrees that Sublessor does not assume and it shall not do nothing which shall have the effect of creating a breach of any of the obligations or liabilities terms, covenants and conditions of the Lessor under the Lease, and that Sublessor is not making the representations or warranties, if any, made by the Lessor in the Lease. In the event that Landlord shall fail or refuse to comply with any of the termination respective provisions of Sublessor’s interest as lessee the Lease, Sublandlord shall have no liability on account of any such failure or refusal. Subtenant may communicate directly with Landlord and/or Landlord's management agent with respect to day-to-day matters within the scope of services provided by Landlord to, and for use and occupancy of, the Premises by Sublandlord under the Lease terms of the Lease. Sublandlord hereby agrees to cooperate with and execute, all at Subtenant's expense, all instruments and supply information reasonably required by Subtenant in order to enforce such compliance. Subtenant hereby agrees to indemnify and hold Sublandlord harmless of and from any and all damages, liabilities, obligations, costs, claims, losses, demands, and expenses, including reasonable attorneys' fees, which may be incurred by Sublandlord in or as a result of such cooperation and execution, unless caused by Sublandlord's negligence or willful misconduct. In amplification and not in limitation of the foregoing and without any allowance to Subtenant or other reduction or adjustment of Rent, Sublandlord shall not be responsible for furnishing electrical, elevator, heating, air conditioning, cleaning, window washing, or other services, nor for any reasonmaintenance or repairs in or to the Subleased Premises or the Building of which it is a part or to any of the facilities or equipment therein; provided, this Sublease shall terminate concurrently therewith without however, for any liability period during which Sublandlord receives an abatement of Sublessor to Sublessee. Sublessor represents and warrants to Sublessee that (i) a true and complete copy Rent under Section 7.B of the Lease is annexed hereto as Exhibit Bdue to a failure of Landlord to provide services, (ii) Sublessor is Subtenant shall receive an abatement of the Tenant under the Lease, (iii) Sublessor has full right, power and authority to execute this Sublease as Sublessor hereunder and to sublet the Premises to Sublessee, subject only to obtaining the prior written consent of Lessor, which consent Sublessor shall use reasonable good-faith efforts to obtain, (iv) the person executing this Sublease on behalf of Sublessor has the right, power and authority to do so, (v) the Lease is in full force and effect, (vi) no agreement or understanding exists between Sublessor and Lessor except as disclosed in the Lease, the existence of which would have an adverse effect upon Sublessee, (vii) the Lease has not been amended, modified, supplemented or superseded in any manner, except as disclosed herein, (viii) there is no existing default under the Lease on the part of Sublessor, or to the actual knowledge of Sublessor, on the part of Lessor, (ix) Sublessor has no material claims against, or material disputes with, Lessor currently existing under the Lease which might adversely affect the rights granted to Sublessee Rent due under this Sublease, and (x) . The following sections of the Lease has shall not been assignedbe applicable to this Sublease: 1A(1), nor has any portion 1A(2), 1A(4), 1A(5), 1A(6), 1A(7), 1A(8), 1B(1), 1(B(2), 1B(4), 1B(6), 1B(12), 1B(14) 1B(15), 1B(17), 1B(20), 1B(21), 1B(25), 1B(26), 1B(32), 1B(34), 1B(35), 1B(37) and 1B(38) (Basic Lease Information; Definitions); 3 (Term); 4A, 4B, 4C, 4F, 4H, 4I, 4J and 4K (Rent); 6 (Storage Space); 9 (Graphics); the last three sentences of 10A, the last sentence of 10B and the first sentence of 10C (Repairs and Alterations); 11A and the first two sentences of 11 B (Electrical Services); 13A (Assignment and Subletting); 15 (Indemnity); 16A and 16D (Tenant's Insurance); the last sentence of 18A, 18B and 18C (Landlord's Insurance); 28 (Construction of the Premises been subleasedPremises); the second, encumbered or transferred by Sublessor third and fourth paragraphs of 30 (Subordination); 34 (Access to Roof); 37 (Parking Garage); the last sentence of 38 (Access); 39 (Option to Extend); 40 (Expansion Space); 41F, 41I,41O and 41P (Miscellaneous); 42 (Right of First Offer); Exhibit D (Commencement Letter); Exhibit E (Outline and Location of Storage Space); Exhibit G (Schedule of Base Building Plans and Specifications); Exhibit H (Form of Guaranty); Exhibit I (Title Insurance Policy and Commitment on Property); Exhibit J (Construction Schedule); Exhibit K (Schedule of Base Rental); Exhibit L (Schedule of Insurance Deductibles); and Exhibit M (Work Letter).

Incorporation of Lease. This Except as herein otherwise expressly provided, all of the terms of the Lease as they pertain to the Subleased Premises are hereby incorporated into and made a part of this Sublease as if stated at length herein, and Sublessee accepts this Sublease subject to, and hereby, during the Term of this Sublease, assumes all rights of Sublessee hereunder are the terms, covenants, conditions and agreements contained in the Lease with respect to the Subleased Premises, to be performed by Sublessor thereunder. The parties hereto agree that subject to the terms, conditions and provisions of this Sublease, wherever the words "Demised Premises" or words of similar import appear in the Lease, a copy the same shall be deemed to mean the Subleased Premises and wherever the words "Landlord" and "Tenant" appear in the Lease, the words shall be deemed to refer to Sublessor and Sublessee respectively, so that, subject to the provisions of which is attached heretothis Sublease and with respect only to the Subleased Premises, made a part hereof Sublessor shall have the rights and incorporated herein powers of the Landlord under the Lease, and Sublessee shall have and does hereby agree to be bound by reference as Exhibit Band accepts all the rights, powers, duties and obligations of the Tenant under the Lease; provided, however, that to the extent the express terms of this Sublease are inconsistent with the terms of the Lease, the express terms of this Sublease shall control. Notwithstanding notwithstanding the foregoing, the following provisions Sublessor shall have no obligation to perform or furnish any of the Lease are expressly not incorporated herein: Sections 4work, 6.1services, 6.3 (except for the definitions of Operating Expenses and Tax Costs therein), 8, 12.1, 12.2, 36.20, 37, 38, and 39 and Exhibit D. Other than the payment of Base Rent and Direct Costs repairs or maintenance undertaken to be made by Landlord under the Lease, Sublessee hereby assumes and agrees to observe and perform the covenants and obligations of Sublessor as lessee under the Lease with respect to the Premises. Sublessee shall not do anything or suffer any other term, covenant or permit anything condition required to be done which could result in a default under the Lease or permit the Lease to be canceled or terminated. Notwithstanding anything herein or in the Lease to the contrary, Sublessee shall not have any right to exercise or have Sublessor (and Sublessor does not intend to exercise) exercise any option performed by Landlord under the Lease. It is expressly understood Sublessee covenants and agreed agrees that Sublessor does not assume and it shall not do nothing which shall have the effect of creating a breach of any of the obligations or liabilities terms, covenants and conditions of the Lessor under Lease. To the Leaseextent applicable to the Subleased Premises, Sublessee shall have the benefit of each and that Sublessor is not making the representations or warranties, if any, every covenant and agreement made by the Lessor in Landlord to Sublessor under the Lease. In the event that Landlord shall fail or refuse to comply with any of the termination respective provisions of Sublessor’s interest as lessee under the Lease for any reason, this Sublease shall terminate concurrently therewith without any liability of Sublessor to Sublessee. Sublessor represents and warrants to Sublessee that (i) a true and complete copy of the Lease is annexed hereto as Exhibit B, (ii) Sublessor is the Tenant under the Lease, (iii) Sublessor has full right, power and authority to execute this Sublease as Sublessor hereunder and to sublet the Premises to Sublessee, subject only to obtaining the prior written consent of Lessor, which consent Sublessor shall use reasonable good-faith efforts have no liability on account of any such failure or refusal, provided that the Sublessee shall have the right to obtain, (iv) the person executing this Sublease on behalf of Sublessor has the right, power and authority to do so, (v) the Lease is in full force and effect, (vi) no agreement or understanding exists between Sublessor and Lessor except as disclosed exercise in the Lease, name of the existence of which would have an adverse effect upon Sublessee, (vii) Sublessor all the Lease has not been amended, modified, supplemented or superseded in any manner, except as disclosed herein, (viii) there is no existing default under the Lease rights to enforce compliance on the part of SublessorLandlord as are available to the Sublessor with respect to the Subleased Premises. Sublessor hereby agrees to cooperate with and execute, all at Sublessee's expense, all instruments and supply information reasonably required by Sublessee in order to enforce such compliance. Sublessee hereby agrees to indemnify and hold Sublessor harmless of and from any and all damages, liabilities, obligations, costs, claims, losses, demands, and expenses, including reasonable attorneys' fees, which may be incurred by Sublessor in or as a result of such cooperation and any allowance to Sublease or other reduction or adjustment of the rent, Sublessor shall not be responsible for furnishing electrical, elevator, heating, air conditioning, cleaning, window washing or other services, nor for any maintenance or repairs in or to the actual knowledge Subleased Premises or the building of Sublessor, on the which it is a part of Lessor, (ix) Sublessor has no material claims against, or material disputes with, Lessor currently existing under the Lease which might adversely affect the rights granted to Sublessee under this Sublease, and (x) the Lease has not been assigned, nor has any portion of the Premises been subleased, encumbered facilities or transferred by Sublessor equipment therein.

Incorporation of Lease. This Sublease is and shall be at all rights times subject and subordinate to all of Sublessee hereunder are subject to the terms, covenants and conditions of the Lease and to all of the rights of Landlord thereunder. Subtenant shall comply with all applicable provisions of the Lease, Lease and shall not take any action which would constitute a copy of which is attached hereto, made a part hereof and incorporated herein by reference as Exhibit B; provided, however, that to the extent the express terms of this Sublease are inconsistent with the terms breach or violation of the Lease, the express terms of this Sublease shall control. Notwithstanding the foregoing, the following sections of the Lease shall not be applicable to Subtenant: Sections 2.26, 4.4, 5.1, 5.3, Article 6, 8.4 (with respect to Sublandlord’s payment obligations resulting from its own acts or omissions), 12.3 (with respect to Sublandlord’s payment obligations resulting from its own acts or omissions), 15.2 (with respect to Sublandlord’s payment obligations resulting from its own acts or omissions), Article 24 (with respect to removal of any Alterations existing as of the Commencement Date), 30.9, 30.11 (with respect to Sublandlord’s payment obligations resulting from its own acts or omissions), 30.25, 30.26, 30.27, 30.28, Exhibit C, Exhibit D Sections 2.1 and 2.4, and Exhibit F (such, the “Excluded Provisions”). Subtenant acknowledges that Landlord may enforce the Lease provisions directly against Subtenant in the event of any such any breach or violation thereof by Subtenant. Neither Sublandlord nor Subtenant shall commit or suffer any act or omission that will result in a violation of or a default under any of the provisions of the Lease. Sublandlord represents and warrants to Subtenant that as of the date hereof and as of the Commencement Date, to Sublandlord’s best knowledge: (i) no default exists on the part of Landlord or Sublandlord under the Lease and (ii) there are expressly not incorporated herein: Sections 4no events which, 6.1with the passage of time, 6.3 (except for or the definitions giving of Operating Expenses and Tax Costs therein)notice, 8or both, 12.1, 12.2, 36.20, 37, 38, and 39 and Exhibit D. Other than the payment of Base Rent and Direct Costs would create a default under the Lease, Sublessee hereby assumes and agrees to observe and perform the . Sublandlord covenants and obligations that it shall promptly provide Subtenant with copies of Sublessor as lessee under the Lease all notices of default sent or received by Sublandlord with respect to the Premises. Sublessee shall not do anything or suffer or permit anything to be done which could result in a default under the Lease or permit the Lease to be canceled or terminated. Notwithstanding anything herein or in the Lease to the contrary, Sublessee shall not have any right to exercise or have Sublessor (and Sublessor does not intend to exercise) exercise any option under the Master Lease. It is expressly understood and agreed that Sublessor does not assume and shall not have any of the obligations or liabilities of the Lessor under the Lease, and that Sublessor is not making the representations or warranties, if any, made by the Lessor in the Lease. In the event of the termination of Sublessor’s interest as lessee under the Lease for any reason, this Sublease shall terminate concurrently therewith without any liability of Sublessor to Sublessee. Sublessor represents and warrants to Sublessee that (i) a true and complete copy of the Lease is annexed hereto as Exhibit B, (ii) Sublessor is the Tenant under the Lease, (iii) Sublessor has full right, power and authority to execute this Sublease as Sublessor hereunder and to sublet the Premises to Sublessee, subject only to obtaining the prior written consent of Lessor, which consent Sublessor shall use reasonable good-faith efforts to obtain, (iv) the person executing this Sublease on behalf of Sublessor has the right, power and authority to do so, (v) the Lease is in full force and effect, (vi) no agreement or understanding exists between Sublessor and Lessor except as disclosed in the Lease, the existence of which would have an adverse effect upon Sublessee, (vii) the Lease has not been amended, modified, supplemented or superseded in any manner, except as disclosed herein, (viii) there is no existing default under the Lease on the part of Sublessor, or to the actual knowledge of Sublessor, on the part of Lessor, (ix) Sublessor has no material claims against, or material disputes with, Lessor currently existing under the Lease which might adversely affect the rights granted to Sublessee under this Sublease, and (x) the Lease has not been assigned, nor has any portion of the Premises been subleased, encumbered or transferred by Sublessor .

Incorporation of Lease. This Subtenant accepts this Sublease subject and subordinate to the terms of the Lease. All terms used herein shall have the same meaning as assigned to them in the Lease unless specifically provided herein to the contrary. Except as herein otherwise expressly provided, all rights of Sublessee hereunder the terms of the Lease as they pertain to the Subleased Premises are hereby incorporated into and made a part of this Sublease as if stated at length herein, and Subtenant accepts this Sublease subject to, and hereby, during the Sublease Term, assumes all of the applicable terms, covenants, conditions and agreements contained in the Lease with respect to the Subleased Premises, to be performed by Sublandlord thereunder. The parties hereto agree that subject to the terms, conditions and provisions of this Sublease, wherever the words “Premises” or words of similar import appear in the Lease, a copy the same shall be deemed to mean the Subleased Premises, and wherever the words “Landlord” and “Tenant” appear in the Lease, the words shall be deemed to refer to Sublandlord and Subtenant respectively, so that, subject to the provisions of which is attached heretothis Sublease and with respect only to the Subleased Premises, made a part hereof Sublandlord shall have the rights and incorporated herein powers of the Landlord under the Lease, and Subtenant shall have and does hereby agree to be bound by reference as Exhibit Band accept all the rights, powers, duties and obligations of the Tenant under the Lease; provided, however, that notwithstanding the foregoing, Sublandlord shall have no obligation to perform or furnish any of the work, services, repairs or maintenance undertaken to be made by Landlord under the Lease, or any other term, covenant or condition required to be performed by Landlord under the Lease, but Sublandlord shall use best efforts to ensure that Landlord under the Lease performs all such obligations. Such covenants, conditions, obligations and agreements of the Lease to be observed and performed by Subtenant shall include, without limitation, those relating to the use and repair of the Subleased Premises, alterations to the Subleased Premises, and insurance with respect to the Subleased Premises. Subtenant covenants and agrees that it shall do nothing which shall have the effect of creating a breach of any of the terms, covenants and conditions of the Lease. In the event that Landlord shall fail or refuse to comply with any of the respective provisions of the Lease, Sublandlord shall have no liability on account of any such failure or refusal, provided that Sublandlord has attempted to secure Landlord’s compliance with the terms of the Lease. Subtenant may communicate directly with Landlord and/or Landlord’s management agent with respect to day-to-day matters within the scope of services provided by Landlord to the Subleased Premises under the terms of the Lease (provided that Subtenant delivers contemporaneous notice of all such communications to Sublandlord); however, Subtenant shall not acquire any of the rights of the Tenant under the Lease with respect to the Landlord, and Subtenant shall not acquire any of the rights of the Tenant under the Lease with respect to the renewal or extension of the Term of the Lease. Sublandlord hereby agrees to cooperate with and execute, all at Subtenant’s expense, all instruments and supply information reasonably required by Subtenant in order to enforce such compliance. Sublandlord shall not be responsible for furnishing electrical, elevator, heating, air conditioning, cleaning, window washing, or other services, nor for any maintenance or repairs in or to the Subleased Premises or the Building of which it is a part or to any of the facilities or equipment therein; however, to the extent it is Landlord’s responsibility under the express Lease, Sublandlord shall use best efforts to ensure that Landlord provides such services and maintenance and makes such repairs. To the extent that the terms of any provision of this Sublease are arc fundamentally inconsistent with the terms of the Lease, the express terms of this Sublease shall control. Notwithstanding Without limiting the foregoinggenerality of the foregoing in any way, the following provisions Sections of the Lease are expressly Agreement shall not incorporated hereinbe applicable to the Sublease: Sections 4, 6.1, 6.3 Section 22 (except for the definitions of Operating Expenses b) and Tax Costs therein(h), 8Section 39, 12.1Section 40, 12.2Section 41, 36.20Section 42, 37Section 43, 38Exhibit G, and 39 Exhibit I, and Exhibit D. Other than the payment following Paragraphs of Base Rent and Direct Costs under the Lease, Sublessee hereby assumes and agrees Second Amendment to observe and perform the covenants and obligations of Sublessor as lessee under the Lease with respect Agreement shall not be applicable to the Premises. Sublessee shall not do anything or suffer or permit anything to be done which could result in a default under the Lease or permit the Lease to be canceled or terminated. Notwithstanding anything herein or in the Lease to the contrary, Sublessee shall not have any right to exercise or have Sublessor (Sublease: Paragraph 6 and Sublessor does not intend to exercise) exercise any option under the Lease. It is expressly understood and agreed that Sublessor does not assume and shall not have any of the obligations or liabilities of the Lessor under the Lease, and that Sublessor is not making the representations or warranties, if any, made by the Lessor in the Lease. In the event of the termination of Sublessor’s interest as lessee under the Lease for any reason, this Sublease shall terminate concurrently therewith without any liability of Sublessor to Sublessee. Sublessor represents and warrants to Sublessee that (i) a true and complete copy of the Lease is annexed hereto as Exhibit B, (ii) Sublessor is the Tenant under the Lease, (iii) Sublessor has full right, power and authority to execute this Sublease as Sublessor hereunder and to sublet the Premises to Sublessee, subject only to obtaining the prior written consent of Lessor, which consent Sublessor shall use reasonable good-faith efforts to obtain, (iv) the person executing this Sublease on behalf of Sublessor has the right, power and authority to do so, (v) the Lease is in full force and effect, (vi) no agreement or understanding exists between Sublessor and Lessor except as disclosed in the Lease, the existence of which would have an adverse effect upon Sublessee, (vii) the Lease has not been amended, modified, supplemented or superseded in any manner, except as disclosed herein, (viii) there is no existing default under the Lease on the part of Sublessor, or to the actual knowledge of Sublessor, on the part of Lessor, (ix) Sublessor has no material claims against, or material disputes with, Lessor currently existing under the Lease which might adversely affect the rights granted to Sublessee under this Sublease, and (x) the Lease has not been assigned, nor has any portion of the Premises been subleased, encumbered or transferred by Sublessor Paragraph 7.

Incorporation of Lease. This Sublease and all rights of Sublessee hereunder are subject to Insofar as the terms, conditions and provisions of the Master Lease do not conflict with specific provisions hereof, and except for Section 1.B, Section 1.C., Section 1.D., Section 1.G., Section 1.H, Section 1.I., Section 2, Section 3, Section 6, Section 31.E., Section 31.F., Section 31.P., Exhibit D, Exhibit E, Rider No. 1, and Rider No. 2 of the Office Lease, a copy of which is attached hereto, made a part hereof and incorporated herein by reference as Exhibit B; provided, however, that to the extent the express terms of this Sublease are inconsistent with the terms Sections 1-12 of the First Amendment to Office Lease, the express terms of this Sublease shall control. Notwithstanding the foregoing, the following all provisions of the Master Lease are expressly incorporated by this reference into this Sublease as fully as if completely restated herein. Insofar as the provisions of the Master Lease do not incorporated herein: conflict with specific provisions hereof, Subtenant shall be bound by all of the provisions of the Master Lease (except those Sections 4excluded by the preceding sentence) pertaining to the Sublease Premises and shall perform all of the obligations and responsibilities that Tenant by the Master Lease undertakes toward Landlord pertaining to the Sublease Premises, 6.1, 6.3 (except for the definitions of Operating Expenses and Tax Costs therein), 8, 12.1, 12.2, 36.20, 37, 38, and 39 and Exhibit D. Other than the payment of Base Rent and Direct Costs due under the Master Lease. Therefore, Sublessee hereby assumes in construing Subtenant’s obligations, wherever in the Master Lease the word “Landlord” or “Lessor” is used, it shall mean Tenant and agrees to observe wherever in the Master Lease the word “Tenant” or “Lessee” is used, it shall mean Subtenant and perform wherever in the covenants and obligations of Sublessor as lessee under Master Lease the Lease with respect to words “Leased Premises” or similar words are used, they shall mean the Sublease Premises. Sublessee shall not do anything or suffer or permit anything to be done which could result in a default under the Lease or permit the Lease to be canceled or terminated. Notwithstanding anything herein or in the Lease to the contraryThe foregoing notwithstanding, Sublessee shall not have any right to exercise or have Sublessor (and Sublessor this Sublease does not intend to exercise) exercise create any option under rights in Landlord or any third parties. If the Lease. It is expressly understood and agreed that Sublessor does not assume and shall not have any of the obligations or liabilities of the Lessor under the Lease, and that Sublessor is not making the representations or warranties, if any, made by the Lessor in the Lease. In the event of the termination of Sublessor’s interest as lessee under the Master Lease for any reasonterminates, this Sublease shall terminate concurrently therewith without and the parties shall be relieved of any further liability of Sublessor to Sublessee. Sublessor represents and warrants to Sublessee that (i) a true and complete copy of the Lease is annexed hereto as Exhibit B, (ii) Sublessor is the Tenant under the Lease, (iii) Sublessor has full right, power and authority to execute this Sublease as Sublessor hereunder and to sublet the Premises to Sublessee, subject only to obtaining the prior written consent of Lessor, which consent Sublessor shall use reasonable good-faith efforts to obtain, (iv) the person executing this Sublease on behalf of Sublessor has the right, power and authority to do so, (v) the Lease is in full force and effect, (vi) no agreement or understanding exists between Sublessor and Lessor except as disclosed in the Lease, the existence of which would have an adverse effect upon Sublessee, (vii) the Lease has not been amended, modified, supplemented or superseded in any manner, except as disclosed herein, (viii) there is no existing default under the Lease on the part of Sublessor, or to the actual knowledge of Sublessor, on the part of Lessor, (ix) Sublessor has no material claims against, or material disputes with, Lessor currently existing under the Lease which might adversely affect the rights granted to Sublessee obligation under this Sublease, and provided however, (xa) that if the Master Lease has terminates as a result of a default or breach by Subtenant under this Sublease that causes a default or breach under the Master Lease, then Subtenant shall be liable to Tenant for the damage suffered as a result of such termination, or (b) that if the Master Lease terminates as a result of a default or breach by Tenant that is not been assignedcaused by a default by Subtenant under this Sublease, nor has then Tenant shall be liable to Subtenant for the damage suffered as a result of such termination. Notwithstanding anything in this Sublease to the contrary, nothing in this Sublease will obligate Subtenant to be responsible for any portion obligations of Tenant related to Tenant’s Premises other than to the Premises been subleased, encumbered or transferred by Sublessor extent such obligations pertain to the Sublease Premises.

Incorporation of Lease. This Except as herein otherwise expressly provided, all of the terms of the Lease are hereby incorporated into and made a part of this Sublease as if stated at length herein, and Sublessee accepts this Sublease subject to, and hereby, during the Term of this Sublease, assumes all rights of Sublessee hereunder are the terms, covenants, conditions and agreements contained in the Lease to be performed by Sublessor thereunder. The parties hereto agree that subject to the terms, conditions and provisions of this Sublease, wherever the words “Landlord” and “Tenant” appear in the Lease, a copy the words shall be deemed to refer to Sublessor and Sublessee respectively, so that, subject to the provisions of which is attached heretothis Sublease, made a part hereof Sublessor shall have the rights and incorporated herein powers of the Landlord under the Lease, and Sublessee shall have and does hereby agree to bound by reference as Exhibit Band accepts all the rights, powers, duties and obligations of the Tenant under the Lease; provided, however, that to the extent the express terms of this Sublease are inconsistent with the terms of the Lease, the express terms of this Sublease shall control. Notwithstanding notwithstanding the foregoing, the following provisions Sublessor shall have no obligation to perform or furnish any of the Lease are expressly not incorporated herein: Sections 4work, 6.1services, 6.3 (except for the definitions of Operating Expenses and Tax Costs therein), 8, 12.1, 12.2, 36.20, 37, 38, and 39 and Exhibit D. Other than the payment of Base Rent and Direct Costs repairs or maintenance undertaken to be made by Landlord under the Lease, Sublessee hereby assumes and agrees to observe and perform the covenants and obligations of Sublessor as lessee under the Lease with respect to the Premises. Sublessee shall not do anything or suffer any other term, covenant or permit anything condition required to be done which could result in a default under the Lease or permit the Lease to be canceled or terminated. Notwithstanding anything herein or in the Lease to the contrary, Sublessee shall not have any right to exercise or have Sublessor (and Sublessor does not intend to exercise) exercise any option performed by Landlord under the Lease. It Sublessee covenants and agrees that is expressly understood and agreed that Sublessor does not assume and shall not do nothing which shall have the effect of creating a breach of any of the obligations or liabilities terms, covenants and conditions of the Lessor under Lease. Sublessee shall have the Lease, benefit of each and that Sublessor is not making the representations or warranties, if any, every covenant and agreement made by the Lessor in Landlord to Sublessor under the Lease. In the event that Landlord shall fail or refuse to comply with any of the termination respective provisions of Sublessor’s interest as lessee under the Lease for any reason, this Sublease shall terminate concurrently therewith without any liability of Sublessor to Sublessee. Sublessor represents and warrants to Sublessee that (i) a true and complete copy of the Lease is annexed hereto as Exhibit B, (ii) Sublessor is the Tenant under the Lease, (iii) Sublessor has full right, power and authority to execute this Sublease as Sublessor hereunder and to sublet the Premises to Sublessee, subject only to obtaining the prior written consent of Lessor, which consent Sublessor shall use reasonable good-faith efforts have no liability on account of any such failure or refusal, provided that the Sublessee shall have the right to obtain, (iv) the person executing this Sublease on behalf of Sublessor has the right, power and authority to do so, (v) the Lease is in full force and effect, (vi) no agreement or understanding exists between Sublessor and Lessor except as disclosed exercise in the Lease, name of the existence of which would have an adverse effect upon Sublessee, (vii) Sublessor all the Lease has not been amended, modified, supplemented or superseded in any manner, except as disclosed herein, (viii) there is no existing default under the Lease rights to enforce compliance on the part of Landlord as are available to the Sublessor. Sublessor hereby agrees to cooperate with and execute, all at Sublessee’s expense, all instruments and supply information reasonably required by Sublessee in order to enforce such compliance. Sublessee hereby agrees to indemnify and hold Sublessor harmless of and from any and all damages, liabilities, obligations, costs, claims, losses, demands, and expenses, including reasonable attorney’s fees, which may be incurred by Sublessor in or as a result of such cooperation and execution. In amplification and not in limitation of the foregoing and without any allowance to Sublessee or other reduction or adjustment of rent, Sublessor shall not be responsible for furnishing electrical, elevator, heating, air conditioning, cleaning, window washing, or other services, nor for any maintenance repairs in or to the actual knowledge Leased Premises or the building of Sublessor, on the which it is a part of Lessor, (ix) Sublessor has no material claims against, or material disputes with, Lessor currently existing under the Lease which might adversely affect the rights granted to Sublessee under this Sublease, and (x) the Lease has not been assigned, nor has any portion of the Premises been subleased, encumbered facilities or transferred by Sublessor equipment therein.

Incorporation of Lease. This Sublease and all rights of Sublessee hereunder are subject to the terms, conditions and provisions All of the Lease, a copy of which is attached hereto, made a part hereof and incorporated herein by reference as Exhibit B; provided, however, that to the extent the express terms of this Sublease are inconsistent with the terms of the Lease, the express terms of this Sublease shall control. Notwithstanding the foregoing, the following provisions of the Lease are expressly not incorporated by reference herein as if set forth fully herein. Dated: Sections 4------------------------ LESSEE: LESSOR: By: Corpus Christi Day Cruise, 6.1Inc., 6.3 General Partner By: By: ----------------------------- ------------------------------------ Xxxxxx Xxxxx, President Xxx X. Xxxxxxx XX Senior VP and General Counsel GUARANTY (except for the definitions of Operating Expenses Lease) FOR VALUE RECEIVED, and Tax Costs thereinin order to induce PDS FINANCIAL CORPORATION, a Minnesota corporation ("Lessor"), 8to lease to CORPUS CHRISTI DAY CRUISE, 12.1LTD., 12.2, 36.20, 37, 38, a Xxxxxxxx Island limited partnership ("Lessee") the equipment described in that certain Master Lease Agreement dated ___________ ("Lease Agreement") and 39 and Exhibit D. Other than the payment of Base Rent and Direct Costs under the Lease, Sublessee hereby assumes and agrees to observe and perform the covenants and obligations of Sublessor as lessee under Lease Schedule No. 1 thereto dated _____________________ ("Lease Schedule") (the Lease Agreement, Lease Schedule and all documents and instruments executed and delivered to Lessor in connection with respect the Lease are hereafter collectively the "Lease") made and executed by the Lessee to the Premises. Sublessee shall not do anything or suffer or permit anything order of Lessor, the undersigned hereby absolutely and unconditionally guarantees to be done which could result in a default under Lessor the Lease or permit the Lease to be canceled or terminated. Notwithstanding anything herein or in the Lease to the contrary, Sublessee shall not have any right to exercise or have Sublessor (due and Sublessor does not intend to exercise) exercise any option under the Lease. It is expressly understood and agreed that Sublessor does not assume and shall not have any prompt payment by Lessee of the obligations or liabilities of the Lessor all sums due under the Lease, and all other costs incurred, including reasonable attorneys' fees, in enforcing payment of the Lease or this Guaranty (all such costs, the indebtedness evidenced by, and the terms and conditions of the Lease and this Guaranty being herein collectively referred to as the "Indebtedness Guaranteed"); It is understood and agreed that Sublessor is not making as a condition of giving this Guaranty, the representations or warrantiesundersigned shall be given ten (10) days after receipt of written notice from Lessor of a default by Lessee in payment of any Indebtedness Guaranteed to cure such default. If the undersigned fails to cure a default by Lessee within ten (10) days after receipt of written notice from Lessor of a default by Lessee, if anythe undersigned does hereby grant to Lessor the right to demand immediate payment from the undersigned, made and the undersigned shall immediately become liable for, the balance of the Indebtedness Guaranteed upon acceleration of the Indebtedness Guaranteed by Lessor, without further notice. The undersigned hereby agrees that the Lessor in the Lease. In the event may from time to time without notice to or consent of the termination undersigned and upon such terms and conditions as the Lessor may deem advisable without affecting this Guaranty (a) release any maker, surety or other person liable for payment of Sublessor’s interest as lessee all or any part of the Indebtedness Guaranteed; (b) make any agreement extending or otherwise altering the time for or the terms of payment of all or any part of the Indebtedness Guaranteed; (c) modify, waive, compromise, release, subordinate, resort to, exercise or refrain from exercising any right the Lessor may have hereunder, under the Lease or any other security given for the Indebtedness Guaranteed; (d) accept additional security or guarantees of any reasonkind; (e) endorse, this Sublease shall terminate concurrently therewith without any liability of Sublessor to Sublessee. Sublessor represents and warrants to Sublessee that (i) a true and complete copy of the Lease is annexed hereto as Exhibit B, (ii) Sublessor is the Tenant transfer or assign its rights under the Lease, to any other party; (iiif) Sublessor has full rightaccept from Lessee or any other party partial payment or payments on account of the Indebtedness Guaranteed; (g) from time to time hereafter further loan monies or give or extend credit to or for the benefit of the Lessee; and (h) release, power and authority to execute this Sublease as Sublessor hereunder and to sublet settle or compromise any claim of the Premises to Sublessee, subject only to obtaining Lessor against the prior written consent of Lessor, which consent Sublessor shall use reasonable good-faith efforts to obtain, (iv) the person executing this Sublease on behalf of Sublessor has the right, power and authority to do so, (v) the Lease is in full force and effect, (vi) no agreement or understanding exists between Sublessor and Lessor except as disclosed in the Lease, the existence of which would have an adverse effect upon Sublessee, (vii) the Lease has not been amended, modified, supplemented or superseded in any manner, except as disclosed herein, (viii) there is no existing default under the Lease on the part of SublessorLessee, or to against any other person, firm or corporation whose obligation is held by the actual knowledge of Sublessor, on Lessor as security for the part of Lessor, (ix) Sublessor has no material claims against, or material disputes with, Lessor currently existing under the Lease which might adversely affect the rights granted to Sublessee under this Sublease, and (x) the Lease has not been assigned, nor has any portion of the Premises been subleased, encumbered or transferred by Sublessor Indebtedness Guaranteed.

Incorporation of Lease. This Sublease and all rights of Sublessee hereunder are subject to the The terms, conditions and provisions respective obligations of Sublandlord and Subtenant to each other under this Sublease shall be the terms and conditions of the Lease, a copy of which is attached hereto, made a part hereof and incorporated herein by reference as Exhibit B; provided, however, that to the extent the express terms of this Sublease are inconsistent with the terms except for those provisions of the LeaseLease which are directly contradicted by this Sublease, in which event the express terms of this Sublease shall controlcontrol over the Lease. Notwithstanding the foregoingHowever, the following provisions rights and obligations of Landlord under the Lease are expressly not, and shall not incorporated herein: Sections 4be deemed to be, 6.1amended by this Sublease. Therefore, 6.3 (except for the definitions purposes of Operating Expenses and Tax Costs therein)this Sublease, 8wherever in the Lease the word "Landlord" is used, 12.1, 12.2, 36.20, 37, 38it shall be deemed to mean the Sublandlord herein, and 39 wherever in the Lease the word "Tenant" is used, it shall be deemed to mean the Subtenant herein. With respect to the Subleased Premises, Sublandlord shall be obligated to Subtenant to the same extent, and Exhibit D. Other than under the payment same terms and conditions, as Landlord is obligated to Tenant under the Lease and Subtenant, with respect to the Subleased Premises, shall be obligated to each of Base Rent Landlord and Direct Costs Sublandlord to the same extent, and under the same terms and conditions, as Tenant is obligated to Landlord under the Lease. During the term of this Sublease and for all periods subsequent for obligations which have arisen prior to the termination of this Sublease, Sublessee Subtenant does hereby assumes expressly assume and agrees agree to observe perform and perform comply with, for the covenants benefit of Sublandlord and obligations Landlord, each and every obligation of Sublessor as lessee Sublandlord under the Lease with respect to the PremisesSubleased Premises except as the same are expressly modified herein. Sublessee Notwithstanding the foregoing, Subtenant shall not do anything or suffer or permit anything to be done which could result in a default have no rights nor obligations under the Lease or permit the Lease to be canceled or terminated. Notwithstanding anything herein or in the Lease to the contrary, Sublessee shall not have any right to exercise or have Sublessor (and Sublessor does not intend to exercise) exercise any option under following Sections of the Lease. It is expressly understood and agreed that Sublessor does not assume and shall not have any of the obligations or liabilities of the Lessor under the Lease: 38, 41, and that Sublessor is not making the representations or warranties, if any, made by the Lessor in the Lease. In the event of the termination of Sublessor’s interest as lessee under the Lease for any reason, this Sublease shall terminate concurrently therewith without any liability of Sublessor to Sublessee. Sublessor represents and warrants to Sublessee that (i) a true and complete copy of the Lease is annexed hereto as Exhibit B, (ii) Sublessor is the Tenant under the Lease, (iii) Sublessor has full right, power and authority to execute this Sublease as Sublessor hereunder and to sublet the Premises to Sublessee, subject only to obtaining the prior written consent of Lessor, which consent Sublessor shall use reasonable good45-faith efforts to obtain, (iv) the person executing this Sublease on behalf of Sublessor has the right, power and authority to do so, (v) the Lease is in full force and effect, (vi) no agreement or understanding exists between Sublessor and Lessor except as disclosed in the Lease, the existence of which would have an adverse effect upon Sublessee, (vii) the Lease has not been amended, modified, supplemented or superseded in any manner, except as disclosed herein, (viii) there is no existing default under the Lease on the part of Sublessor, or to the actual knowledge of Sublessor, on the part of Lessor, (ix) Sublessor has no material claims against, or material disputes with, Lessor currently existing under the Lease which might adversely affect the rights granted to Sublessee under this Sublease, and (x) the Lease has not been assigned, nor has any portion of the Premises been subleased, encumbered or transferred by Sublessor 46.

Incorporation of Lease. This (a) Sublessee accepts this Sublease and all rights of Sublessee hereunder are subject to the terms, terms and conditions and provisions of the Lease. Except as expressly provided herein, a copy all of which is attached hereto, the applicable terms of the Lease as they pertain to the Subleased Premises are hereby incorporated into and made a part hereof and incorporated herein by reference as Exhibit B; provided, however, that to the extent the express terms of this Sublease are inconsistent with Sublease. During the terms Term of this Sublease, Sublessee assumes all of the Leaseapplicable terms, the express terms of this Sublease shall control. Notwithstanding the foregoingcovenants, the following provisions of the Lease are expressly not incorporated herein: Sections 4conditions, 6.1, 6.3 (except for the definitions of Operating Expenses obligations and Tax Costs therein), 8, 12.1, 12.2, 36.20, 37, 38, and 39 and Exhibit D. Other than the payment of Base Rent and Direct Costs under the Lease, Sublessee hereby assumes and agrees agreements to observe and perform the covenants and obligations of be performed by Sublessor as lessee under the Lease with respect to the Subleased Premises. Such covenants, conditions, obligations and agreements include, but are not limited to those relating to the use and repair of the Subleased Premises, alterations to the Subleased Premises, and insurance with respect to the Subleased Premises (as set forth in Article 10 of the Lease). For purposes of determining Sublessee’s obligations as set forth in this Paragraph 4, the parties agree that (subject to the provisions of this Sublease to the contrary), wherever the term “Premises” appears in the Lease, the same shall be deemed to mean herein the Subleased Premises and wherever the words “Landlord” and “Tenant” appear in the Lease, the words shall be deemed to refer to Sublessor and Sublessee respectively. Therefore, subject to the provisions of this Sublease, and with respect only to the Subleased Premises, Sublessor shall not do anything or suffer or permit anything to be done which could result in a default have the rights, powers, duties and obligations of the Landlord under the Lease or permit the Lease and Sublessee shall have and does hereby agree to be canceled or terminated. Notwithstanding anything herein or in bound by and accepts all the Lease to the contraryrights, Sublessee shall not have any right to exercise or have Sublessor (powers, duties and Sublessor does not intend to exercise) exercise any option under the Lease. It is expressly understood and agreed that Sublessor does not assume and shall not have any obligations of the obligations or liabilities of the Lessor under the Lease, and that Sublessor is not making the representations or warranties, if any, made by the Lessor in the Lease. In the event of the termination of Sublessor’s interest as lessee under the Lease for any reason, this Sublease shall terminate concurrently therewith without any liability of Sublessor to Sublessee. Sublessor represents and warrants to Sublessee that (i) a true and complete copy of the Lease is annexed hereto as Exhibit B, (ii) Sublessor is the Tenant under the Lease. For purposes of clarification, (iiiseveral of Sublessors and Sublessee’s rights and obligations under this Paragraph 4(a) Sublessor has full right, power and authority to execute are described in greater detail below. To the extent that the terms of any other provision of this Sublease as Sublessor hereunder and to sublet are fundamentally inconsistent with the Premises to Sublesseeterms of this Paragraph 4(a), subject only to obtaining the prior written consent other terms of Lessor, which consent Sublessor shall use reasonable good-faith efforts to obtain, (iv) the person executing this Sublease on behalf of Sublessor has the right, power and authority to do so, (v) the Lease is in full force and effect, (vi) no agreement or understanding exists between Sublessor and Lessor except as disclosed in the Lease, the existence of which would have an adverse effect upon Sublessee, (vii) the Lease has not been amended, modified, supplemented or superseded in any manner, except as disclosed herein, (viii) there is no existing default under the Lease on the part of Sublessor, or to the actual knowledge of Sublessor, on the part of Lessor, (ix) Sublessor has no material claims against, or material disputes with, Lessor currently existing under the Lease which might adversely affect the rights granted to Sublessee under this Sublease, and (x) the Lease has not been assigned, nor has any portion of the Premises been subleased, encumbered or transferred by Sublessor shall control.

Incorporation of Lease. This Except as herein otherwise expressly provided, all of the terms of the InforMax Sublease and the Lease as they pertain to the 11th Floor Premises are hereby incorporated into and made a part of this Sub-Sublease as if stated at length herein, and First Potomac accepts this Sub-Sublease subject to, and hereby, during the Term of this Sub-Sublease, assumes all rights of Sublessee hereunder are the terms, covenants, conditions and agreements contained in the Lease and the InforMax Sublease with respect to the 11th Floor Premises, to be performed by InforMax thereunder. The parties hereto agree that subject to the terms, conditions and provisions of this Sub-Sublease, wherever the Leasewords “Premises” or words of similar import appear in the Lease and the InforMax Sublease, a copy the same shall be deemed to mean the 11th Floor Premises and wherever the words “Landlord” (or “Sublandlord”) and “Tenant” (or “Subtenant”) appear in the Lease or the InforMax Sublease, the words shall be deemed to refer to InforMax and First Potomac respectively, so that, subject to the provisions of which is attached heretothis Sub-Sublease and with respect only to the 11th Floor Premises, made a part hereof InforMax shall have the rights and incorporated herein powers of the Landlord under the Lease and Sublandlord under the InforMax Sublease, and First Potomac shall have and does hereby agree to be bound by reference as Exhibit Band accept all the rights, powers, duties and obligations of the Tenant under the Lease and Subtenant under the InforMax Sublease; provided, however, that notwithstanding the foregoing, InforMax shall have no obligation to perform or furnish any of the extent work, services, repairs, or maintenance undertaken to be made by Landlord under the express terms Lease or Sublandlord under the InforMax Sublease, or any other term, covenant, or condition required to be performed by Landlord under the Lease or Sublandlord under the InforMax Sublease. First Potomac covenants and agrees that it shall do nothing that shall have the effect of this creating a breach of any of the terms, covenants, and conditions of the Lease or the InforMax Sublease. If Landlord shall fail or refuse to comply with any of the respective provisions of the Lease or the InforMax Sublease are inconsistent (respectively), InforMax shall have no liability on account of any such failure or refusal, but Landlord and InforMax acknowledge and agree that First Potomac shall have the right to enforce directly Landlord’s obligations under the Lease. First Potomac may communicate directly with Landlord and/or its management agent with respect to day-to-day matters within the scope of services provided by Landlord to, and for use and occupancy of, the 11th Floor Premises under the terms of the Lease. InforMax hereby agrees to cooperate with and execute, all at First Potomac’s expense, all instruments and supply information reasonably required by First Potomac to enforce such compliance (including the assertion of such rights against the Landlord under the Lease). First Potomac hereby agrees to indemnify and hold InforMax harmless of and from any and all damages, liabilities, obligations, costs, claims, losses, demands, and expenses, including reasonable attorneys’ fees, which may be incurred by InforMax in or as a result of such cooperation and execution, unless caused by the negligence or willful misconduct of InforMax. In amplification and not in limitation of the foregoing and without any allowance to First Potomac or other reduction or adjustment of Rent, InforMax shall not be responsible for furnishing electrical, elevator, heating, air conditioning, cleaning, window washing, or other services, nor for any maintenance or repairs in or to the 11th Floor Premises or the Building of which it is a part or to any of the facilities or equipment therein. The following sections of the Lease shall not be applicable to this Sub-Sublease: 1B(20), 1B(21), 1B(25), 1B(26), 1B(32), 1B(34), 1B(35), 1B(37) and 1B(38) (Basic Lease Information; Definitions); 3 (Term); 4A, 4B, 4C, 4F, 4H, 41, 4J and 4K (Rent); 6 (Storage Space); 9 (Graphics); the last three sentences of 10A, the express terms last sentence of this Sublease shall control10B and the first sentence of 10C (Repairs and Alterations); 11A and the first two sentences of 11B (Electrical Services); 13A (Assignment and Subletting); 15 (Indemnity); 16A and 16D (Tenant’s Insurance); the last sentence of ISA, 18B and 18C (Landlord’s Insurance); 28 (Construction of the Premises); the second, third and fourth paragraphs of 30 (Subordination); 34 (Access to Roof); 37 (Parking Garage); the last sentence of 38 (Access); 39 (Option to Extend); 40 (Expansion Space); 41F, 411, 410 and 41P (Miscellaneous); 42 (Right of First Offer); Exhibit D (Commencement Letter); Exhibit E (Outline and Location of Storage Space); Exhibit G (Schedule of Base Building Plans and Specifications); Exhibit H (Form of Guaranty); Exhibit I (Title Insurance Policy and Commitment on Property); Exhibit J (Construction Schedule); Exhibit K (Schedule of Base Rental); Exhibit L (Schedule of Insurance Deductibles); and Exhibit M (Work Letter). Notwithstanding the foregoing, the The following provisions of the Lease are expressly InforMax Sublease shall not incorporated hereinbe applicable to this Sub-Sublease: Sections 4, 6.1, 6.3 (except for the definitions of Operating Expenses l(b) and Tax Costs thereinl(c), 8Sections 2(b) through 2(g), 12.13(a) (Base Rental), 12.23(b) (Additional Base Rental), 36.2010(b) through 10(d), 3720 (Brokerage Fees), 3822 (Security Deposit), 23 (Subtenant’s Roof Use), 24 (Right of First Opportunity), 27 (Non-Disturbance Agreement), and 39 28 (Quiet Enjoyment) and Exhibit D. Other than the payment of Base Rent and Direct Costs under the Lease, Sublessee hereby assumes and agrees to observe and perform the covenants and obligations of Sublessor as lessee under the Lease with respect to the Premises. Sublessee shall not do anything or suffer or permit anything to be done which could result in a default under the Lease or permit the Lease to be canceled or terminated. Notwithstanding anything herein or in the Lease to the contrary, Sublessee shall not have any right to exercise or have Sublessor (and Sublessor does not intend to exercise) exercise any option under the Lease. It is expressly understood and agreed that Sublessor does not assume and shall not have any of the obligations or liabilities of the Lessor under the Lease, and that Sublessor is not making the representations or warranties, if any, made by the Lessor in the Lease. In the event of the termination of Sublessor’s interest as lessee under the Lease for any reason, this Sublease shall terminate concurrently therewith without any liability of Sublessor to Sublessee. Sublessor represents and warrants to Sublessee that (i) a true and complete copy of the Lease is annexed hereto as Exhibit B, (ii) Sublessor is the Tenant under the Lease, (iii) Sublessor has full right, power and authority to execute this Sublease as Sublessor hereunder and to sublet the Premises to Sublessee, subject only to obtaining the prior written consent of Lessor, which consent Sublessor shall use reasonable good-faith efforts to obtain, (iv) the person executing this Sublease on behalf of Sublessor has the right, power and authority to do so, (v) the Lease is in full force and effect, (vi) no agreement or understanding exists between Sublessor and Lessor except as disclosed in the Lease, the existence of which would have an adverse effect upon Sublessee, (vii) the Lease has not been amended, modified, supplemented or superseded in any manner, except as disclosed herein, (viii) there is no existing default under the Lease on the part of Sublessor, or to the actual knowledge of Sublessor, on the part of Lessor, (ix) Sublessor has no material claims against, or material disputes with, Lessor currently existing under the Lease which might adversely affect the rights granted to Sublessee under this Sublease, and (x) the Lease has not been assigned, nor has any portion of the Premises been subleased, encumbered or transferred by Sublessor exhibit captioned “Extension Option Agreement.”