Common use of Master Lease Clause in Contracts

Master Lease. A. All the obligations contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. All (a) Sublessor is the obligations contained in lessee of the Premises by virtue of a lease, (the “Master Lease”), a copy of which is attached hereto, wherein is the lessor, (“Master Lessor”). (b) This Sublease is and shall at all times be subject and subordinate to the Master Lease conferred Lease. (c) The terms, conditions and imposed upon Sublessor (as Tenant therein) shall be borne by respective obligations of Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by to each other under this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform Sublease shall be the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable except for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the those provisions of the Master Lease and which are directly contradicted by this Sublease in which would permit Sublessee to do or cause to be done any act which is prohibited by event the terms of this Sublease shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease then the provisions word “Lessor” is used it shall be deemed to mean the Sublessor herein and wherever in the Master Lease the word “Lessee” is used it shall be deemed to mean the Sublessee herein. (d) During the term of this Sublease and for all periods subsequent for obligations which have arisen prior to the termination of this Sublease, Sublessee does hereby expressly assume and agree to perform and comply with, for the benefit of Sublessor and Master Lessor, each and every obligation of Sublessor under the Master Lease (the “Sublessee’s Assumed Obligations”). The obligations that Sublessee has not assumed under this Paragraph 7 are hereinafter referred to as the “Sublessor’s Remaining Obligations”. (e) Sublessee shall hold Sublessor free and harmless from all liability, judgments, costs, damages, claims or demands, including reasonable attorneys’ fees, arising out of Sublessee’s failure to comply with or perform Sublessee’s Assumed Obligations. (f) Sublessor agrees to maintain the Master Lease during the entire term of this Sublease, subject however, to any earlier termination of the Master Lease shall prevailwithout the fault of the Sublessor, and to comply with or perform Sublessor’s Remaining Obligations and to hold Sublessee free and harmless from all liability, judgments, costs, damages, claims or demands arising out of Sublessor’s failure to comply with or perform Sublessor’s Remaining Obligations. B. (g) Sublessor represents to Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage that the Master Lease is in full force and effect and that no default exists on the part of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant party to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. All the obligations contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s 's obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. All the obligations contained in the Master Lease conferred This Sublease is and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor at all times subject and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, subordinate to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the each Master Lease. The terms, conditions and will otherwise fully respective obligations of Sublandlord and faithfully perform Subtenant to each other under this Sublease shall be the terms and conditions of the applicable Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform each Subleased Premises except for those provisions of a Master Lease which are directly contradicted by this Sublease in which event the terms of this Sublease shall control over such Master Lease. During the term of this Sublease and conditions for all periods subsequent for obligations which have arisen prior to the termination of this Sublease, Subtenant does hereby expressly assume and agree to perform and comply with, for the benefit of Sublandlord and the applicable Landlord, each and every obligation of tenant under a Master Lease. In the event of the expiration or termination of the Master Lease and for any reason whatsoever, this Sublease shall automatically terminate on the Sublease on its part to be performed. Neither date of the Sublessor nor Sublessee shall do expiration or cause to be done any act which would or might cause termination of the Master Lease, and Subtenant shall have no claim against Sublandlord of any kind whatsoever on account thereof, and the parties hereto shall thereupon be relieved of all liability and obligation hereunder, excepting liabilities and obligations which accrued or arose prior to the rights date of Sublessor as tenant under such termination or expiration. Subtenant shall not violate or breach any of the terms, covenants or conditions of any Master Lease nor do or fail to do or permit anything to be done which would violate, breach or be contrary to a Master Lease or cause such Master Lease to be endangered, cancelled, terminated, forfeited terminated or surrendered, or which would or might cause Sublessor forfeited. Subtenant is not hereby granted any of the rights granted to be in default thereunder or liable for any damage, claim or penalty. Sublessee agreesSublandlord, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable tenant under the a Master Lease) due pursuant , including, without limitation, Sublandlord’s right to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Leaseexercise renewal term options. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. All the obligations contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, This Sublease is subject to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the The provisions of the Master Lease and are incorporated into this Sublease which would permit Sublessee as though Sublandlord were the Master Landlord under the Master Lease and Subtenant were the Tenant under the Master Lease; provided, however, no representations or warranties made in the Master Lease by Master Landlord to do Sublandlord shall be incorporated into this Sublease as having been made by Sublandlord to Subtenant, and no representations or cause warranties made in the Master Lease by Sublandlord, as tenant thereunder, to Master Landlord shall be incorporated into this Sublease as having been made by Subtenant to Sublandlord. Subtenant has received a copy of the Master Lease. Neither party hereto will cause, or allow to be done caused by anyone acting by, through or under each party hereto, any act which is prohibited default under the Master Lease. Sublandlord shall promptly provide to Subtenant copies of all correspondence from Master Landlord to Sublandlord relating to the Master Lease and/or this Sublease. In the event the Master Lease terminates or expires for any reason, this Sublease shall automatically terminate as well. The rights and obligations created by the Master Lease then the provisions of which are conferred to or imposed upon Sublandlord as Tenant under the Master Lease shall prevail. B. Sublessee shall pay are hereby conferred to Sublessorand imposed upon Subtenant, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable of such rights conferred to the Master Landlord as Landlord under the Master Lease are hereby conferred to Sublandlord, as Sublandlord under this Sublease. Subtenant does hereby assume and agree to be bound by and perform all of the terms, covenants and conditions on Sublandlord’s part to be performed under the Master Lease) due pursuant . With respect to any such actions that Subtenant desires to take for which the Master Lease. Sublessor shall not demand such payment prior to Lease requires the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations approval or consent of the Master Landlord, nor Subtenant shall request such default of the Master Landlord affect this Sublease approval or waive consent from Sublandlord and Sublandlord shall request such approval or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by consent from Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. All As applied to this Sublease the obligations contained words "Landlord" and "Tenant" as used in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor deemed to refer to Sublandlord and Sublessee Subtenant hereunder, respectively. Subtenant and this Sublease shall be subject in accordance with all respects to the Sublessor's Percentage terms of, and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when dueLandlord under, will perform Sublessor's insurance obligations under the Master Lease. Except as otherwise expressly provided herein, and will otherwise fully and faithfully perform the terms covenants, agreements, terms, provisions and conditions of the Master Lease with respect insofar as they relate to the Sublessor's Percentage. Sublessee covenants Sublease Premises and agrees to otherwise fully and faithfully perform insofar as they are not inconsistent with the terms of this Sublease are made a part of and conditions incorporated into this Sublease as if recited herein in full, and the rights and obligations of the Landlord and the Tenant under the Master Lease shall be deemed the rights and obligations of Sublandlord and Subtenant respectively hereunder and shall be binding upon and inure to the benefit of Sublandlord and Subtenant respectively. As between the parties hereto only, in the event of a conflict between the terms of the Master Lease and the terms of this Sublease, the terms of this Sublease on its part to be performedshall control. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under Subtenant agrees that whenever the Master Lease imposes any duties or obligations upon Tenant, including, but not limited, obligations to be endangeredprovide insurance coverages and evidence thereof, cancelledand to indemnify, terminated, forfeited defend and hold Landlord harmless from any claims arising from the use or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions occupancy of the Master Lease Sublease Premises, Subtenant shall be jointly and this Sublease which would permit Sublessee severally bound with Tenant on such obligation to do Landlord where any such obligations arise out of Subtenant's use or cause to be done any act which is prohibited by the Master Lease then the provisions occupancy of the Master Lease shall prevailSublease Premises. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. All the obligations contained in the Master Lease conferred and imposed upon Sublessor (Except as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentageexpressly set forth below, respectively, except as modified and amended by this Sublease, Sublease and all rights of Subtenant hereunder are subject and privileges contained in subordinate to the terms, conditions and provisions of the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's PercentageLease. Sublessor covenants and agrees it will make payment Subtenant shall not violate any of the rentals reserved terms of the Master Lease. Notwithstanding anything contained herein, Sublandlord and Subtenant hereby agree that Subtenant shall not have any right to any portion of the proceeds of any insurance proceeds or awards belonging to Landlord under the Master Lease as on account of any loss or damage caused by fire, casualty or a Taking. Except for the payment of rent owed by Sublandlord under the Master Lease and when dueother obligations that Sublandlord is expressly required to satisfy under this Sublease, will Subtenant shall perform Sublessor's insurance and be bound by all of Sublandlord’s obligations under the Master Lease to the extent, but only to the extent, (i) such obligations first arise during the Term and (ii) (A) relate to the Subleased Premises or (B) the use of the Subleased Premises or the Project by Subtenant or any of its employees, agents, subtenants, contractors, representatives, guests or invitees. If Subtenant notifies Sublandlord of any default under the Master Lease by Landlord or any unsatisfied obligation that Landlord’s responsibility under the Master Lease, Sublandlord shall endeavor, in good faith and will otherwise fully and faithfully perform due diligence, to enforce the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that nothing herein shall obligate Sublandlord to commence any litigation before Sublandlord deems it advisable in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Leasereasonable discretion.

Master Lease. A. All 7.1 Sublessor is the obligations contained in lessee of the premises by virtue of a lease, hereinafter referred to as the “Master Lease”, a copy of which is attached hereto marked Exhibit 1. Dated , 20 wherein 7.2 This Sublease is and shall be at all times subject and subordinate to the Master Lease conferred Lease. 7.3 The terms, conditions and imposed upon Sublessor (as Tenant therein) shall be borne by respective obligations of Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by to each other under this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform Sublease shall be the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable except for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the those provisions of the Master Lease and which are directly contradicted by this Sublease in which would permit Sublessee to do or cause to be done any act which is prohibited by event the terms of this Sublease docuent shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease then the provisions word “Lessor” is used it shall be deemed to mean the Sublessor herein and wherever in the Master Lease the word “Lessee” is used it shall be deemed to mean the Sublessee herein. 7.4 During the term of this Sublease and for all periods subsequent for obligations which have arisen prior to the termination of this Sublease Sublessee does hereby expressly assume and agree to perform and comply with, for the benefit of Sublessor and Master Lessor, each and every obligation of Sublessor under the Master Lease except for the following paragraphs which are excluded therefrom: 7.5 The obligations that Sublessee has assumed under paragraph 7.4 hereof are hereinafter referred to as the "Sublessee's Assumed Obligations". The obligations that Sublessee has not assumed under paragraph 7.4 hereof are hereinafter referred to as the "Sublessor's Remaining Obligations". 7.6 Sublessee shall hold Sublessor free and harmless of and from all liability, judgments, costs, damages, claims or demands, including reasonable attorneys fees, arising out of Sublessee's failure to comply with or perform Sublessee's Assumed Obligations. 7.7 Sublessor agrees to maintain the Master Lease during the entire term of this Sublease, subject, however, to any earlier termination of the Master Lease shall prevailwithout the fault of the Sublessor, and to comply with or perform Sublessor's Remaining Obligations and to hold Sublessee free and harmless of and from all liability, judgments, costs, damages, claims or demands arising out of Sublessor's failure to comply with or perform Sublessor's Remaining Oblioations. B. 7.8 Sublessor represents to Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage that the Master Lease is in full force and effect and that no default exists on the part of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant party to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. All the obligations contained in The parties acknowledge and agree that: (a) if the Master Lease conferred and imposed upon terminates for any reason (excluding any termination arising from Sublessor’s violation of (i) the proviso in clause (b) of this Section 16, or (ii) clause (c) of this Section 16), this Sublease shall terminate concurrently therewith without any liability of Sublessor to Sublessee; (as Tenant thereinb) Sublessor shall be borne by Sublessor and Sublessee in accordance with have the Sublessor's Percentage and the Sublessee's Percentageright, respectivelyat any time, except as modified and amended by this Sublease, and all rights and privileges contained in to terminate the Master Lease conferred upon Sublessor (as Tenant therein)Lease, are hereby conferred and imposed upon Sublesseeamend, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved or waive any provisions under the Master Lease and make any elections, exercise any right or remedy and give any consent or approval under the Master Lease without regard the Sublessee’s use of the Subleased Premises and without any liability to Sublessee in connection therewith; provided, however, that, so long as Sublessee is not in default under this Sublease, taking into account all applicable notice and when duecure periods, will perform Sublessor may not take any of the foregoing actions that adversely affect the Sublessee’s use of the Subleased Premises or increase any obligation on the part of Sublessee (including any changes in Rent) without obtaining the prior written consent of Sublessee, which consent may not be unreasonably withheld or delayed; (c) neither party shall do or permit anything to be done in, about or with respect to the Master Premises which would violate the Master Lease, and shall comply with all requirements and restrictions set forth in the Master Lease; (d) Sublessee shall obtain the prior written consent of Sublessor and Master Lessor with respect to any act which, if performed by Sublessor's insurance obligations , would require Master Lessor’s approval under the Master Lease, and will otherwise the consent of Sublessor may be withheld if Master Lessor’s consent is not obtained; (e) each provision under the Master Lease in which Sublessor is required to (i) indemnify, release or waive claims against Master Lessor and (ii) execute and deliver documents or notices to Master Lessor, shall be binding on Sublessee as if incorporated fully herein and faithfully perform shall run from Sublessee to both Master Lessor and Sublessor; and (f) this Sublease shall be at all times subject and subordinate to the terms Master Lease and conditions all present and future ground leases, deeds of trust or other encumbrances, and all renewals, modifications and replacements thereof affecting any portion of the Master Lease Premises. Sublessor will copy Sublessee on all written notices of termination or default delivered by Sublessor to Master Lessor with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. Sublandlord is the Tenant and ▇▇▇▇▇▇▇ One Buckhead Plaza, L.P., is the Landlord (“Prime Landlord”) under a written Lease dated December 17, 2013 covering certain real property located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, containing approximately 2,895 rentable square feet on the third (3rd) floor, (“Master Premises”). Said Lease specifically described above, is herein referred to as the “Master Lease” and attached hereto as Exhibit A. All Capitalized terms used in this Sublease without definition shall have the obligations contained definition ascribed to such terms in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) Lease. This Sublease shall be borne of no force or effect unless consented to by Sublessor Prime Landlord in writing, pursuant to the consent terms and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained conditions defined in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, Lease. Except to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when dueexpressly modified herein, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the all terms and conditions of the Master Lease with respect to are incorporated into and made a part of this Sublease as if Sublandlord were the Sublessor's PercentageLandlord thereunder, Subtenant the Tenant thereunder, and the Premises the Master Premises. Sublessee covenants and agrees to otherwise fully and faithfully perform In the event of a conflict between the terms and conditions of the Master Lease this Sublease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause that of the Master Lease, or the rights of Sublessor as tenant under this Sublease will govern and control. Sublandlord warrants and represents to Subtenant that the Master Lease to be endangeredhas not been amended or modified, cancelledthat Sublandlord is not now, terminatedand as of the Commencement Date (herein defined) hereof will not be, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for breach of any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between of the provisions of the Master Lease Lease, and this Sublease which would permit Sublessee to do Sublandlord has no actual or cause to be done constructive knowledge of any act which claim by Landlord that Sublandlord is prohibited by the Master Lease then in default or breach of any of the provisions of the Master Lease. Neither Sublandlord or Subtenant shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. If the Master Lease terminates, this Sublease shall prevail. B. Sublessee terminate and the parties shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage be relieved of any and all sums (further liability of obligations under this Sublease except fixed annual rent payable as otherwise set forth in the following sentence. If the Master Lease terminates as a result of a default or breach either by Subtenant under this Sublease or by Sublandlord under the Master Lease) due pursuant , then the defaulting party shall be liable to the Master Leasenon-defaulting party for all quantifiable damage suffered as a result of such termination. Sublessor shall not demand such payment prior Subtenant assumes and agrees to the date which is thirty (30) days before the date any such sum shall be due and owing perform Sublandlord’s obligation under the Master Lease. C. Notwithstanding anything Lease during the Term to the contrary herein containedextent that such obligations are applicable to the Premises (as subsequently defined herein), Sublessor shall have no duty itself except that the obligation to perform any obligations of the Master Landlord, nor shall such default of the Master pay rent to Prime Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master LeaseLease shall be considered performed by Subtenant to the extent and in the amount that the “Base Rent” (as defined in this Sublease) is paid to Sublandlord in accordance herewith.

Master Lease. A. All (a) Each Individual Property shall at all times be leased directly and exclusively by the obligations contained Borrower to the Master Lessee under the Master Lease (and not to any other Person under the Master Lease or any replacement Master Lease). Master Lessee shall be permitted to enter into Subleases subject to and in accordance with Section 8.7.2. (b) The Master Lease shall have an initial term of fifteen (15) years with renewal rights. (c) The Master Lease shall require Master Lessee to make payments of Master Lease Rent. Pursuant to the Master Lease and the Master Lease Rent Payment Direction Letter (i) all Master Lease Scheduled Rent shall at all times during the term of the Loan be made directly to the Holding Account (the Master Lessee Base Rent portion of which shall be payable on a monthly basis), (ii) provided an Master Lease Tenant Default is continuing, all Master Lease Variable Additional Rent shall be paid directly by Master Lessee to the Borrower or to the party entitled to such sums, as specified in the Master Lease conferred and imposed upon Sublessor (as iii) during the continuance of a Master Lease Tenant therein) Default, all Master Lease Variable Additional Rent shall be borne by Sublessor paid directly to the Holding Account, and Sublessee none of the foregoing payments of Master Lease Rent under clauses (i) and (iii) above shall be deemed made until such payment has been deposited into the Holding Account. (d) The Master Lease shall require the Master Lease to prepare the expenses and revenue in accordance with the Sublessor's Percentage Article XI and the Sublessee's Percentageto submit copies to Lender for its reference, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in not for its approval. (e) Neither Borrower nor Master Lessee shall terminate the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, or consent to the extent termination of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease without the prior written consent of Lender. Except as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of provided in the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of casualties or condemnations, the Master Lease shall provide for the release of an Individual Property therefrom only in connection with a prepayment of such Individual Property’s Allocated Loan Amount and the Sublease on its part release of such Individual Property from the lien of the Security Instrument pursuant to be performedthe provisions hereof. Neither the Sublessor nor Sublessee shall do or cause to be done Upon any act which would or might cause such release of an Individual Property from the Master Lease, the Master Lease Rent will be reduced by the amount allocable to such Individual Property (as specified in the Master Lease). (f) Except for the Assignment of Leases and the Permitted Encumbrances, neither the Borrower nor the Master Lessee shall pledge, transfer, sublease, assign, mortgage, encumber, or allow to be encumbered its interest in the rights Master Lease or any interest therein without the prior written consent of Sublessor the Lender. The Borrower shall not permit (except as tenant expressly permitted under the Master Lease) and shall not consent to (except as expressly required under the Master Lease) any assignment by the Master Lessee of its interest in the Master Lease or its rights and interests thereunder except to be endangeredMaster Lessee’s successor by merger or acquisition of all or substantially all of Master Lessee’s assets. (g) Neither the Borrower nor the Master Lessee shall, cancelledwithout the prior written consent of Lender, terminated(i) renew (other than pursuant to renewal rights expressly set forth in the Master Lease), forfeited extend, release any Individual Property from (except in connection with a Property Release or surrendereda Substitution in compliance with Sections 2.3.4 and 2.3.5 hereof) terminate, reduce rents or other sums payable under, accept a surrender of, or shorten the term of, the Master Lease, (ii) appoint any appraiser which would consent will not be unreasonably withheld, (iii) make any determination of Fair Market Rent or might cause Sublessor Fair Market Value (as such terms are defined in the Master Lease), (iv) waive any provisions of the Master Lease, provided that subject to be in default thereunder or liable for any damageclause (i), claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between Borrower and Master Lessee shall have the right to waive provisions of the Master Lease and this Sublease which so long as the same would permit Sublessee to do not have the effect of (1) waiving or cause to be done any act which is prohibited by reducing the monetary obligations of Master Lessee under the Master Lease then or (2) either permitting Master Lessee to take an action that Borrower or Master Lessee is prohibited from taking under this Agreement or any other Loan Document, or preventing Borrower and/or Master Lessee from complying with an obligation on the provisions part of Borrower or Master Lessee under this Agreement or any other Loan Document, (v) amend or modify in any respect in a manner adverse to Lender or that would decrease Master Lessee’s obligations or increase Borrower’s obligations thereunder, any provision of the Master Lease shall prevailcontained in Article I (leased property, term, etc.), Article III (rent), Article IV (termination and abatement), Article V (Ownership of Property), Section 6.1(b) (Taxes and Contests), Article VIII (Alterations and Leasing), Article X (Casualty and Condemnation), Article XI (Accounts & Reserves), Article XII (Defaults and Remedies), Article XV (Subordination) and related definitions in Article II (definitions) or (vi) materially amend or modify any provision of the Master Lease not listed in clause (v) in a manner adverse to Lender or that would decrease Master Lessee’s obligations or increase Borrower’s obligations thereunder. B. Sublessee (h) The Master Lease shall pay be subject and subordinate to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due Loan pursuant to the Master Lease. Sublessor Lease SNDA. (i) Lender shall not demand such payment prior have the right to the date which is thirty (30) days before the date any such sum shall be due and owing declare a Master Lessee Event of Default under the Master Lease. C. Notwithstanding anything Lease pursuant to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations assignment of such right in the Assignment of Leases and the confirmation of such right by Master Lessee in the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master LeaseLease SNDA.

Master Lease. A. All (a) Each Individual Property shall at all times be leased directly and exclusively by the obligations contained Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) to Master Lessee under the Master Lease (and not to any other Person under the Master Lease or any replacement Master Lease). Master Lessee shall be permitted to enter into Leases subject to and in accordance with Section 8.7. (b) The Master Lease shall have a term extending at least through 2021. (c) The Master Lease shall require Master Lessee to make payments of Master Lease Rent. Pursuant to the Master Lease and the Master Lease Rent Payment Direction Letter (i) all Master Lease Scheduled Rent shall at all times during the term of the Loan be made directly to the Holding Account (the Master Lessee Base Rent portion of which shall be payable on a monthly basis), (ii) other than during any Low LCR Cash Sweep Period or any period during which an Event of Default is continuing, all Master Lease Variable Additional Rent shall be paid directly by Master Lessee to the Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) or to the party entitled to such sums, as specified in the Master Lease, and (iii) during any Low LCR Cash Sweep Period or any period during which an Event of Default is continuing, all Master Lease Variable Additional Rent shall be paid directly to the Holding Account, and none of the foregoing payments of Master Lease Rent under clauses (i) and (iii) above shall be deemed made until such payment has been deposited into the Holding Account. Lender shall pay all Master Lease Variable Additional Rent directly to the Person having the right to receive such funds on or prior to the respective due dates therefore, and shall promptly notify Borrower of such payments in accordance with the terms of Section 3.1.6. (d) The Master Lease shall require the Master Lessee to prepare applicable reports of expenses and revenue in accordance with Article XI and to submit copies to Lender. (e) Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) shall not terminate the Master Lease or consent to the termination of the Master Lease without the prior written consent of Lender. The Master Lease shall provide for the release of an Individual Property therefrom only in connection with (i) a casualty or Taking in the circumstances set forth therein, (ii) the payment of amounts with respect to such Individual Property as required by, and the release of such Individual Property from the lien of the Security Instrument pursuant to, the provisions of Section 2.3, (iii) the release of an Outparcel, or (iv) the substitution of an Individual Property with a Replaced Property in accordance with the provisions of Section 2.3. Upon any such release of an Individual Property from the Master Lease, the Master Lease will be amended to reduce the Master Lease Rent by the amount allocable to such Individual Property (as specified in the Master Lease). (f) Except for the Assignment of Leases and the Permitted Encumbrances, Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) shall not shall pledge, transfer, sublease, assign, mortgage, encumber, or allow to be encumbered its interest in the Master Lease conferred and imposed upon Sublessor or any interest therein without the prior written consent of the Lender. The Borrower (as Tenant thereinor in the case of the Maryland Property, Maryland Loan Guarantor) shall be borne not permit and shall not consent to any assignment by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained Master Lessee of its interest in the Master Lease conferred upon Sublessor or its rights and interests thereunder without the prior written consent of the Lender. (as Tenant thereing) Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) shall not, without the prior written consent of Lender, (i) renew (other than pursuant to renewal rights expressly set forth in the Master Lease), are hereby conferred extend, release any Individual Property from (except in connection with a Property Release, the release of an Outparcel, a Defeasance or a Substitution in compliance with Sections 2.3.4, 2.3.5, 2.3.6 and imposed upon Sublessee2.3.7 hereof), terminate, waive any provisions of, reduce rents or other sums payable under, accept a surrender of, or shorten the term of, the Master Lease, (ii) waive any provisions of the Master Lease or (iii) amend or modify any provision of the Master Lease in any material respect except as permitted in the last sentence of Section 5.1.21(e). (h) The Master Lease shall be subject and subordinate to the extent Loan pursuant to the Master Lease SNDA. Each of Sublessee's Percentage. Sublessor covenants Borrower and Maryland Loan Guarantor agrees it will make payment of to terminate the rentals reserved Master Lease and/or exercise and enforce its remedies under the Master Lease as and when due, will perform Sublessor's insurance obligations directed by Lender following an event of default under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions as more particularly set forth in Section 2(B) of the Master Lease with respect to SNDA. (i) Borrower (or in the Sublessor's Percentage. Sublessee case of the Maryland Property, Maryland Loan Guarantor) shall (i) promptly perform and/or observe all of the covenants and agrees agreements required to otherwise fully be performed and faithfully perform the terms and conditions of observed by it under the Master Lease and the Sublease on do all things necessary to preserve and to keep unimpaired its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the material rights thereunder; (ii) promptly notify Lender of default by Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable Lessee under the Master Lease; (iii) due pursuant promptly deliver to Lender a copy of each financial statement, capital expenditures plan, property improvement plan and any other notice, report and estimate received by it under the Master Lease. Sublessor shall not demand such payment prior ; and (iv) enforce in a commercially reasonable manner the performance and observance of all of the covenants and agreements required to be performed and/or observed by the date which is thirty (30) days before the date any such sum shall be due and owing Master Lessee under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. All (a) This Sublease is subject to, and Sublessee accepts subject to, all the obligations terms, covenants, provisions, conditions and agreements contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentagematters, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in if any to which the Master Lease conferred upon Sublessor (as Tenant therein)is subject and subordinate. This Sublease shall also be subject to, are hereby conferred and imposed upon SublesseeSublessee accepts subject to, any amendments and supplements to the extent of Master Lease made subsequent to this Sublease so long as any such amendments and supplements shall not adversely affect Sublessee's Percentagequiet enjoyment of Subleased Premises. Sublessor covenants Notwithstanding the preceding sentence to the contrary, no consent, waiver, amendment, or other change by Master Landlord of Sublessor's obligations and agrees it will make payment of the rentals reserved liabilities as tenant under the Master Lease shall reduce, limit or expand Sublessee's obligations and liabilities to Sublessor hereunder or diminish Sublessee's rights hereunder unless Sublessee, Sublessor and Master Landlord shall have agreed in writing that such consent, waiver, amendment or change shall be effective hereunder. Except as and when dueset forth in subparagraph (b) below, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. are incorporated in this Sublease as though fully set forth herein, and, except as set forth below, Sublessee covenants shall perform, observe and agrees to otherwise fully and faithfully perform be bound by all of the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither performed and observed by the Tenant thereunder, insofar as the same are applicable to the Subleased Premises; Sublessor nor Sublessee shall do perform, observe and be bound by, or cause take commercially reasonable measures to be done any act which would or might cause the Master LeaseLandlord to perform and observe, or all of the rights terms and conditions of Sublessor as tenant under the Master Lease to be endangeredperformed or observed by the Landlord thereunder, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor insofar as the same are applicable to be in default thereunder or liable for any damage, claim or penalty. the Subleased Premises; Sublessee agreesshall have, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage all of any the rights and all sums (except fixed annual rent payable benefits arising and accruing to the Tenant under the Master Lease) due pursuant ; and Sublessor shall have, as to Sublessee, all of the rights and benefits arising or accruing to the Landlord under the Master Lease. Notwithstanding the foregoing, Sublessor shall not demand such payment prior be liable to Sublessee for performance or non-performance of the date which is thirty (30) days before the date any such sum shall be due and owing obligations of Master Landlord under the Master Lease. C. Notwithstanding anything , and Sublessee shall look solely to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of and hold solely responsible the Master Landlord affect this Sublease or waive or defer for the performance of such obligations. If Master Landlord shall default in the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.Lease with respect to the Subleased Premises, Sublessee shall have the right to take such action in its own name and, for that purpose and only to such extent, all of the rights of Sublessor under the Master Lease hereby are conferred upon and assigned to Sublessee, and Sublessee hereby is subrogated to such

Master Lease. A. All the obligations contained in Sublessor hereby acknowledges that it has delivered a copy of the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Subleaseto Subtenant, and all rights Subtenant hereby acknowledges that it has received and privileges contained in reviewed a copy of the Master Lease conferred upon Sublessor Lease. (as Tenant therein), are hereby conferred a) This Agreement is subject and imposed upon Sublessee, subordinate to the extent Master Lease, and Subtenant shall not perform any activity which, if performed by Sublessor, would cause Sublessor to be in violation of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance its obligations under the Master Lease. (b) Sublessee shall pay the Monthly Rent for the Subleased Premises to Sublessor as set out herein. (c) The term of this Agreement shall be the term set forth herein, as the same may be extended, provided, however, that should the Master Lease terminate for any reason before the end of the then applicable term, then this Agreement shall terminate on that termination date with the same effect as if the Master Lease termination date were the original termination date of this Agreement. Sublessor will not be liable or responsible to Subtenant for this early termination unless the termination is caused by Sublessor and not by Subtenant’s failure to perform its obligations assumed under this Agreement. (d) Subtenant hereby waives any and all claims and other matters with respect to Sublessor and Landlord that Sublessor waives with respect to Landlord in the Master Lease. With respect to, and to the extent of the Subleased Premises only, Subtenant hereby assumes all of Sublessor’s reimbursement and indemnification obligations set forth in the Master Lease with respect to loss, damage, and claims in connection with Subtenant’s use or occupancy of the Subleased Premises and agrees that these obligations will otherwise fully run in favor of and faithfully perform the terms and conditions be enforceable against Subtenant by Sublessor as well as by Landlord; provided, however, this sentence shall not apply with respect to any liability in respect of Hazardous Materials, any such liability being covered by Section 20 of this Agreement. (e) At all times, Subtenant will carry all policies of insurance that Sublessor is obligated to carry under the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees Subleased Premises, provided that with respect to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease all policies on its part which Landlord is obligated to be performed. Neither the named as an additional insured, Sublessor nor Sublessee shall do or cause will also be named as additional insured, along with Landlord and all other persons and entities that are required to be done any act which would or might cause named in the Master Lease, or and with respect to all policies in which all of the insurer’s rights of Sublessor as tenant under the Master Lease subrogation are to be endangeredwaived by the insurer as to Landlord, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions all of the Master Lease insurer’s rights of subrogation are hereby waived and this Sublease which would permit Sublessee shall also be waived by the Subtenant’s insurer as to do or cause Sublessor and its property manager. Before taking possession of the Subleased Premises, Subtenant shall deliver to be done any act which is prohibited Sublessor and Landlord certificates of insurance (and at Sublessor’s request, original policies) evidencing the existence and amounts of all policies of insurance required hereunder, along with evidence that these policies contain the required loss payable, additional insured, waiver of subrogation and other required clauses reasonably satisfactory to Sublessor and, if required by the Master Lease then Lease, Landlord, as well as satisfactory evidence that Subtenant has paid the provisions premium for each required policy for the full period shown in the certificate (or that Sublessor and Landlord, as applicable, will receive at least 30 days’ notice prior to the cancellation of any such policy). No less than 30 days before any of the insurance policies required under this Sublease is cancelled or expires, Subtenant shall deliver to Sublessor and, if required by the Master Lease shall prevail. B. Sublessee shall pay Lease, Landlord, certificates of insurance (and at Sublessor’s request, original policies) evidencing the replacement or renewal policies and that they satisfy this Subsection, as well as satisfactory evidence that Subtenant has paid the premium for the full period shown in the certificate (or that Sublessor and Landlord as applicable, will receive at least 30 days’ notice prior to the cancellation of any such policy). Each certificate of insurance will contain or be accompanied by a certificate of the insurer that the policies shown in the certificate may not be canceled or modified without 30 days’ prior notice to Sublessor, within ten (10) days after demand therefor by Sublessor’s property manager, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant each person that is required to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing notified under the Master Lease. C. Notwithstanding anything (f) On each occasion on which the Landlord reserves the right to enter the contrary herein containedSubleased Premises in the Master Lease, this right will run in favor of Sublessor shall have no duty itself as well as Landlord. (g) On each occasion on which Landlord is obligated to perform work, repairs, repainting, or restoration, to supply services, or to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its other obligations under the Master Lease or by law, the Sublessor’s sole obligation with respect thereto under this Agreement shall be (i) to request that Landlord perform these obligations after Sublessor has received a written request from Subtenant that Landlord perform these obligations, and (ii) to use its reasonable efforts to obtain this performance from the Landlord. (h) Subtenant shall not sublease or assign its rights under this Agreement or permit any other person or entity to occupy the Subleased Premises without Sublessor’s prior consent, which consent shall be subject to such conditions, requirements, and documentation as Sublessor may determine in its discretion. Any sublease or assignment shall also be subject to all consents, restrictions and requirements set out in the Master Lease. In no event shall any sub-sublease or assignment of Subtenant’s rights under this Agreement release Subtenant from any of its obligations or liabilities under this Agreement.

Master Lease. A. All (a) Sublessor is the obligations contained in lessee of the Premises by virtue of a lease, (the “Master Lease”), a copy of which is attached hereto, wherein MWM Consulting is the lessor, (“Master Lessor”). (b) This Sublease is and shall at all times be subject and subordinate to the Master Lease conferred Lease. (c) The terms, conditions and imposed upon Sublessor (as Tenant therein) shall be borne by respective obligations of Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by to each other under this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform Sublease shall be the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable except for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the those provisions of the Master Lease and which are directly contradicted by this Sublease in which would permit Sublessee to do or cause to be done any act which is prohibited by event the terms of this Sublease shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease then the provisions word “Lessor” is used it shall be deemed to mean the Sublessor herein and wherever in the Master Lease the word “Lessee” is used it shall be deemed to mean the Sublessee herein. (d) During the term of this Sublease and for all periods subsequent for obligations which have arisen prior to the termination of this Sublease, Sublessee does hereby expressly assume and agree to perform and comply with, for the benefit of Sublessor and Master Lessor, each and every obligation of Sublessor under the Master Lease (the “Sublessee’s Assumed Obligations”). The obligations that Sublessee has not assumed under this Paragraph 7 are hereinafter referred to as the “Sublessor’s Remaining Obligations”. (e) Sublessee shall hold Sublessor free and harmless from all liability, judgments, costs, damages, claims or demands, including reasonable attorneys’ fees, arising out of Sublessee’s failure to comply with or perform Sublessee’s Assumed Obligations. (f) Sublessor agrees to maintain the Master Lease during the entire term of this Sublease, subject however, to any earlier termination of the Master Lease shall prevailwithout the fault of the Sublessor, and to comply with or perform Sublessor’s Remaining Obligations and to hold Sublessee free and harmless from all liability, judgments, costs, damages, claims or demands arising out of Sublessor’s failure to comply with or perform Sublessor’s Remaining Obligations. B. (g) Sublessor represents to Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage that the Master Lease is in full force and effect and that no default exists on the part of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant party to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. All (a) This Sublease is subject to and Sublessee accepts this Sublease subject to all of the obligations terms, covenants, provisions, conditions and agreements contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) the matters to which the Master Lease is subject and subordinate. This Sublease shall also be borne by Sublessor subject to and Sublessee accepts this Sublease also subject to any amendments and supplements to the Master Lease hereafter made between Lessor and Sublessor, provided that any such amendment or supplement to the Master Lease will not materially and adversely affect Sublessee’s use of the Sublease Premises in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by terms of this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees (i) to otherwise fully perform and faithfully perform to observe all of the terms terms, covenants, conditions and conditions agreements of the Master Lease and the Sublease on its Sublessor’s part to be performed. Neither performed other than the Sublessor nor payment of the rent therein set forth, and (ii) that Sublessee shall will not do or cause to be done or suffer or permit any act or thing to be done which would or might cause the Master Lease, Lease or the rights of Sublessor as tenant under the Master Lease lessee thereunder to be endangeredcanceled, cancelled, terminated, terminated or forfeited or surrendered, or which would or might cause make Sublessor to be in default thereunder or liable for any damagedamages, claim or penalty. Sublessee agrees, . (b) Except as an express inducement for Sublessor executing modified by specific provisions of this Sublease, that if there is all of the terms, covenants, conditions and agreements of the Master Lease, other than the payment of the rent therein set forth, are incorporated in and made a part of the Sublease as though fully set forth herein and the term “Landlord” in the Master Lease shall refer to Sublessor hereunder, the term “Tenant” in the Master Lease shall refer to Sublessee hereunder, and references to the “Premises” in the Master Lease shall refer to the Sublease Premises, except for the following: Section 18(d) (Generator Rights), Section 20 (Right of First Offer), Section 21 (Option to Renew), Section 22 (Right of First Refusal), Section 23 (Contraction Option), Section 24 (Roof Rights), Section 25 (Tenant’s Security System), and Section 26 (Purchase Rights). (c) In the event of and upon the termination or cancellation of the Master Lease pursuant to the terms and provisions thereof, this Sublease shall automatically cease and terminate. (d) As soon as reasonably practical following any conflict between amendment or modification of the Master Lease, Sublessor shall provide Sublessee written notice summarizing such amendment or modification. (e) In the event of any default on the part of Sublessee under any of the terms, provisions, covenants or agreements of the Master Lease or of this Sublease, Sublessor shall have the same rights and remedies against Sublessee under this Sublease as are available to Lessor against Sublessor under the provisions of the Master Lease and this Sublease which would permit Sublessee to do Lease, plus any additional remedies specifically provided herein or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevailotherwise available at law or in equity. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. (a) Subtenant takes possession of the Subleased Premises, and enters into this Sublease, subject and subordinate to all of the terms, covenants, conditions, and restrictions of the Master Lease. All of the obligations contained in terms of the Master Lease conferred are hereby incorporated into this Sublease by this reference and imposed upon Sublessor shall, as between Sublandlord and Subtenant (as Tenant therein) if they were the Landlord and Tenant, respectively, under the Master Lease), constitute the terms of this Sublease, except to the extent they are inapplicable to, inconsistent with, or modified by the terms of this Sublease, and provided that all economic and performance requirements of the Master Landlord under the Master Lease shall remain the responsibility of Master Landlord and shall not be the responsibility of Sublandlord hereunder. Subtenant shall be borne bound by Sublessor and Sublessee the Master Lease in accordance with the Sublessor's Percentage terms and the Sublessee's Percentage, respectively, except as modified and amended by conditions contained in this Sublease. Sublandlord shall not agree to any amendment, and all rights and privileges contained in modification or termination of the Master Lease conferred upon Sublessor that impacts the rights and obligations of Subtenant hereunder without Subtenant’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. (b) Any default notice or other notice of any obligations (including any billing or invoice for any Rent or any other expense or charge due under the Master Lease) from Master Landlord which is received by Subtenant (whether directly from Master Landlord or as Tenant therein)a result of being forwarded by Sublandlord) shall constitute such notice from Sublandlord to Subtenant under this Sublease without the need for any additional notice from Sublandlord. (c) If Subtenant shall fail to perform any of its obligations hereunder and such failure shall continue beyond any cure period provided for herein, are hereby conferred and imposed upon Sublessee, to the extent or Master Landlord shall give any notice of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved failure or default under the Master Lease arising out of any failure by Subtenant to perform any of its obligations hereunder then, in either case, Sublandlord shall have the right (but not the obligation), upon at least two (2) business days’ prior written notice to Subtenant, to cure such default by performing or endeavoring to perform such obligation, and Subtenant shall, within ten (10) days of Sublandlord’s demand, reimburse Sublandlord for all costs and expenses incurred by Sublandlord in doing so as Rent. (d) Subtenant shall do nothing that will subject the Master Lease to termination by Master Landlord under the provisions of the Master Lease. If Subtenant is in default under the provisions of the Master Lease, Sublandlord shall be entitled, but not obligated, to cure such default on behalf of and when duefor the account of Subtenant, will perform Sublessor's insurance in which case all damages and expenses, including without limitation reasonable attorneys’ fees, incurred by Sublandlord in connection with such cure, shall be paid by Subtenant to Sublandlord, as Rent hereunder, immediately upon Sublandlord’s demand therefor. By so curing any such default of Subtenant on behalf of and for the account of Subtenant, Sublandlord shall not be deemed to have waived any of its rights or released Subtenant from any of its obligations under this Sublease. Sublandlord shall, however, also be entitled to cure such default on its own account to preserve its interest in and under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions may terminate this Sublease by reason of the Master Lease with respect such default of Subtenant if Subtenant does not pay to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agreesSublandlord, as an express inducement for Sublessor executing this SubleaseAdditional Rent hereunder, that if there is any conflict between all damages and expenses, including without limitation reasonable attorneys’ fees, incurred by Sublandlord in connection with such cure, together with interest thereon until paid at the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee shall pay to Sublessormaximum rate permitted under applicable law, within ten (10) days after demand therefor therefor. In the event that the Master Lease is terminated by SublessorMaster Landlord by reason of Subtenant’s default, Sublessee's Percentage of any Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all sums (except fixed annual rent payable damages and expenses that Sublandlord may become liable to pay under the Master LeaseLease resulting from such default, plus all other expenses relating thereto, including without limitation reasonable attorneys’ fees. (e) due pursuant Subtenant shall execute, acknowledge and deliver to Sublandlord within seven (7) business days following written request any estoppel certificate or other document evidencing the status of the Sublease or any document evidencing the subordination of this Sublease to the Master Lease. Sublessor shall not demand such payment prior , as Sublandlord or Master Landlord may reasonably request from time to time. (f) Sublandlord warrants to Subtenant that (i) Sublandlord has delivered to Subtenant a complete copy of the Master Lease, (ii) the Master Lease is, as of the date which is thirty of this Sublease, in full force and effect, and (30iii) days before the date any such sum shall be due and owing no event of default by Sublandlord or, to Sublandlord’s knowledge, Master Landlord has occurred under the Master Lease. C. Notwithstanding anything to (g) If this Sublease has not previously terminated by its terms, this Sublease shall terminate upon the contrary herein contained, Sublessor shall have no duty itself to perform any obligations termination of the Master Landlord, nor shall such default of Lease. If the Master Landlord affect Lease shall terminate for any reason during the Sublease Term, this Sublease or waive or defer shall simultaneously terminate on the performance date of any of Sublessee' s obligations hereunder; provided, nevertheless, that in such termination with the event of any same force and effect as if such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under termination date had been specified herein as the Master Leasetermination date hereof.

Master Lease. A. All the (a) Sublandlord shall comply with all its obligations contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease and keep the Master Lease is full force and effect throughout the term of this Sublease. Sublandlord represents that attached hereto as Exhibit “A” is a true and when duecorrect copy of the Master Lease and that the Master Lease is in full force and effect on the date hereof. Sublandlord shall not enter into any agreement with Landlord for the early termination of the Master Lease or the surrender of the property leased thereunder. (b) As a condition to the occurrence of the Sublease Commencement Date, Sublandlord shall obtain from the Landlord, (i) the written consent (the “Consent”) of Landlord to the subletting of the Premises to Subtenant for the uses set forth herein and (ii) an agreement (“Recognition Agreement”) substantially in the form attached hereto as “Exhibit K” and otherwise reasonably acceptable to Subtenant whereby Landlord agrees to recognize Subtenant as a tenant of the Property and this Sublease in the event of a termination of the Master Lease. Sublandlord shall submit a written request to Landlord for the Recognition Agreement together with the request for the Consent. In the event that Subtenant waives the delivery of the Recognition Agreement as a condition to the occurrence of the Sublease Commencement Date, Sublandlord shall use commercially reasonable and diligent efforts to obtain the Recognition Agreement following the Sublease Commencement Date. (c) If Subtenant waives Sublandlord’s obligation to deliver the Recognition Agreement and the Master Lease is terminated for any reason, this Sublease, if not sooner terminated hereunder, will perform Sublessor's insurance obligations under automatically terminate on the effective date of termination of the Master Lease, and Sublandlord will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect not be liable to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage Subtenant of any and all sums (except fixed annual rent payable other person for loss, damage or expense resulting therefrom unless such termination was due to a default by Sublandlord under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, neverthelesshowever, that if the Master Lease gives Sublandlord any right to terminate the Master Lease in the event of any the partial or total damage, destruction, or condemnation, then the exercise of such right by Sublandlord will not constitute a default or failure breach by Sublandlord under this Sublease. If such termination will be due solely to the fault of performance Subtenant, Sublandlord will be entitled to recover from Subtenant and Subtenant will pay, in addition to all other sums to which Sublandlord may be entitled, all damages, losses, costs and expenses (including reasonable attorneys’ fees) suffered or incurred by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master LeaseSublandlord as a result of such termination.

Master Lease. A. All 6.1 Sublessor is the obligations contained in lessee of the Premises by virtue of the “Master Lease”, wherein ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 1995, LLC, a Delaware limited liability company is the lessor, hereinafter the “Master Lessor”. 6.2 This Sublease is and shall be at all times subject and subordinate to the Master Lease conferred Lease. 6.3 The terms, conditions and imposed upon Sublessor (as Tenant therein) shall be borne by respective obligations of Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by to each other under this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform Sublease shall be the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable except for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the those provisions of the Master Lease and which are directly contradicted by this Sublease in which would permit Sublessee to do or cause to be done any act which is prohibited by event the terms of this Sublease document shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease then the provisions word “Lessor” is used it shalt be deemed to mean the Sublessor herein and wherever in the Master Lease the word “Lessee” is used it shall be deemed to mean the Sublessee herein. 6.4 During the term of this Sublease and for all periods subsequent for obligations which have arisen prior to the termination of this Sublease, Sublessee does hereby expressly assume and agree to perform and comply with, for the benefit of Sublessor and Master Lessor, each and every obligation of Sublessor under the Master Lease except for the following paragraphs which are excluded therefrom: Articles 2, 3, 4, 24, and Exhibit B. 6.5 The obligations that Sublessee has assumed under paragraph 6.4 hereof are hereinafter referred to as the “Sublessee’s Assumed Obligations”, The obligations that sublessee has not assumed under paragraph 6.4 hereof are hereinafter referred to as the “Sublessor’s Remaining Obligations”. 6.6 Sublessee shall hold Sublessor free and harmless from all liability, judgments, costs, damages, claims or demands, including reasonable attorneys fees, arising out of Sublessee’s failure to comply with or perform Sublessee’s Assumed Obligations. 6.7 Sublessor agrees to maintain the Master Lease during the entire term of this Sublease, subject, however, to any earlier termination of the Master Lease shall prevailwithout the fault of the Sublessor, and to comply with or perform Sublessor’s Remaining Obligations and to hold Sublessee free and harmless from all liability, judgments, costs, damages, claims or demands arising out of Sublessor’s failure to comply with or perform Sublessor’s Remaining Obligations. B. 6.8 Sublessor represents to Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage that the Master Lease is in full force and effect and that no default exists on the part of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant Party to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. All The Borrower shall not amend, modify or terminate and shall maintain those two (2) certain master leases by and between the obligations contained Borrower, as landlord, and Tradeport Development IV, LLC, a wholly owned Subsidiary of the Borrower, as master tenant (collectively, the “Master Lease”) of the entire Property in full force and effect until the earlier of (i) the Maturity Date; or (ii) such time as the Lender grants Borrower’s request for Lender’s consent to release and terminate the Master Lease conferred and imposed upon Sublessor (as Tenant therein) the “Master Lease Release Request”). The Lender’s consent to a Master Lease Release Request shall be borne subject to the satisfaction of the following conditions: (1) the Property is at least ninety percent (90%) occupied by Sublessor third party tenants not affiliated with the Borrower and Sublessee such tenants have commenced occupancy under their respective leases and commenced paying rent pursuant to leases permitted pursuant to, or otherwise approved by, the Lender in accordance with the Sublessor's Percentage Collateral Assignment; (2) the Borrower has provided the Lender with a current financial statement in accordance with Section 6.01(i) above, (3) the Borrower has provided financial statements confirming that the projected property operations at the Property (without taking into consideration the Master Lease) demonstrate an income which will result in amount equal to or greater than the Debt Service Coverage Ratio for a full twelve (12) calendar month period with the prospective year’s net operating income and debt service under the Sublessee's PercentageLoan, respectivelyall as determined by the Lender in its reasonable discretion; (4) no Event of Default has occurred or is continuing; (5) there exists no fact or condition which with the passage of time or giving of notice, except as modified or both, would constitute an Event of Default hereunder or under the Loan Documents; and amended by this Sublease, and all rights and privileges contained in (6) the Borrower has satisfied the Master Lease conferred upon Sublessor Reserve (as Tenant thereinhereinafter defined), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment Upon Borrower’s satisfaction of the rentals reserved under the foregoing conditions, Lender will approve Borrower’s Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be Release Request in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of writing whereupon the Master Lease shall prevailbe terminated and of no further force or effect. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. a. All of the terms, provisions, rights, conditions and obligations contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred incorporated into this Sublease as an agreement between Sublandlord and imposed upon Sublessee, to Subtenant as though Sublandlord were the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved landlord under the Master Lease as and when dueSubtenant were the tenant under the Master Lease. Notwithstanding the foregoing, will perform Sublessor's insurance Subtenant recognizes that Sublandlord’s performance of certain obligations required hereunder are conditioned upon due performance by the County of its obligations under the Master Lease, and will otherwise fully and faithfully . In the event that the County fails or refuses to perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause such obligation under the Master Lease, or Sublandlord’s obligation under this Sublease shall be limited to using commercially reasonable efforts (which shall not require Sublandlord to pursue any litigation against the rights of Sublessor as tenant under County) to obtain the Master Lease to be endangeredrequired performance from the County, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to and in no event shall Sublandlord be in default thereunder or liable breach of this Sublease for any damage, claim failure or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions refusal of the Master Lease and this Sublease which would permit Sublessee County to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to so perform its obligations under the Master Lease. b. Sublandlord represents and warrants to Subtenant that the Master Lease is in full force and effect, that neither Sublandlord nor, to the best of Sublandlord’s knowledge, the County is in default of their respective obligations under the Master Lease, and Sublandlord has neither given nor received a notice of default pursuant to the Master Lease. c. Except as otherwise specifically set forth herein, this Sublease is subject and subordinate to the Master Lease, and shall terminate upon the expiration or earlier termination of the Master Lease. Notwithstanding the foregoing, Sublandlord covenants: (i) not to voluntarily terminate the Master Lease (provided that this provision shall not limit Sublandlord’s rights under applicable law in the event of a material breach by the County under the Master Lease); (ii) not to modify the Master Lease so as to adversely affect Subtenant’s rights hereunder without Subtenant’s prior written consent; and (iii) not to permit the termination of the Master Lease as a result of any breach or default by Sublandlord thereunder (provided that Sublandlord shall not be deemed to be in violation of this clause if such breach or default results from any act or omission of Subtenant). d. Whenever the consent of the County is required under the Master Lease for any matter requested by Subtenant hereunder, Sublandlord agrees to use commercially reasonable efforts to obtain, at Subtenant’s sole cost and expense, such consent on behalf of Subtenant.

Master Lease. A. All (a) Each Individual Property shall at all times be leased directly and exclusively by the obligations contained in Mortgage Borrower to the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved Lessee under the Master Lease as (and when due, will perform Sublessor's insurance obligations not to any other Person under the Master Lease or any replacement Master Lease). Master Lessee shall be permitted to enter into Subleases subject to and in accordance with Section 8.8.2. (b) The Master Lease shall have an initial term of fifteen (15) years with renewal rights. (c) The Master Lease shall require Master Lessee to make payments of Master Lease Rent. Pursuant to the Master Lease and the Master Lease Rent Payment Direction Letter all Master Lease Scheduled Rent shall at all times during the term of the Loan be made directly to the Holding Account, and will otherwise fully none of the foregoing payments of Master Lease Rent shall be deemed made until such payment has been deposited into the Holding Account. (d) The Master Lease shall require the Master Lessee to prepare the expenses and faithfully perform revenue in accordance with Article XI and to submit copies to Mezzanine Lender for its reference, not for its approval. (e) Neither Mortgage Borrower nor Master Lessee shall terminate the terms and conditions Master Lease or consent to the termination of the Master Lease without the prior written consent of Mezzanine Lender. Except as provided in the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of casualties or condemnations, the Master Lease shall not provide for the release of an Individual Property. The Master Lease may be amended to provide, inter alia, for a release of an Individual Property and the Sublease on its part reduction of Master Lease Rent as provided in Section 2.3.4(v) and (vi). (f) Except for the Assignment of Leases and the Permitted Encumbrances, neither the Mortgage Borrower nor the Master Lessee shall Transfer or sublease, or allow to be performedTransferred, its interest in the Master Lease or any interest therein without the prior written consent of the Mezzanine Lender. Neither The Mezzanine Borrower shall not permit Mortgage Borrower to permit (except as expressly permitted under the Sublessor nor Sublessee Master Lease) and shall do not consent to (except as expressly required under the Master Lease) any assignment by the Master Lessee of its interest in the Master Lease or cause its rights and interests thereunder except to be done any act which would Master Lessee’s successor by merger or might cause acquisition of all or substantially all of Master Lessee’s assets. Notwithstanding the foregoing, Master Lessee shall pledge to Mortgage Borrower its interest in the “FF&E” as defined in the Master Lease, or subject to the rights of Sublessor as tenant under Assigned Landlord Lien. (g) Neither the Mortgage Borrower nor the Master Lease Lessee shall, without the prior written consent of Mezzanine Lender which consent, solely with respect to clauses (ii) and (iii) of this Section 5.1.22(g), will not be endangeredunreasonably withheld, cancelled(i) renew (other than pursuant to renewal rights expressly set forth in the Master Lease), terminatedextend, forfeited release any Individual Property from (except in connection with a Property Release, Substitution or surrenderedrelease of an Unimproved Parcel, in compliance with Sections 2.3.4, 2.3.5 and 2.3.9 hereof) terminate, reduce rents (except as expressly authorized pursuant to Section 2.3.4) or other sums payable under, accept a surrender of, or which would shorten the term of, the Master Lease, (ii) appoint any appraiser, (iii) make any determination of Fair Market Rental or might cause Sublessor Fair Market Value (as such terms are defined in the Master Lease), (iv) waive any provisions of the Master Lease, provided that subject to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between clause (i) Mortgage Borrower and Master Lessee shall have the right to waive provisions of the Master Lease and this Sublease which so long as the same would permit Sublessee to do not have the effect of (1) waiving or cause to be done any act which is prohibited by reducing the monetary obligations of Master Lessee under the Master Lease then or (2) either permitting Master Lessee to take an action that Mortgage Borrower or Master Lessee is prohibited from taking under this Agreement or any other Loan Document, or preventing Mortgage Borrower and/or Master Lessee from complying with an obligation on the provisions part of Mortgage Borrower or Master Lessee under this Agreement or any other Loan Document, (v) amend or modify in any respect in a manner adverse to Mezzanine Lender or that would decrease Master Lessee’s obligations or increase Mortgage Borrower’s obligations thereunder, any provision of the Master Lease contained in Article I (leased property, term, etc.), Article III (rent), Article IV (termination and abatement), Article V (Ownership of Leased Property), Section 6.1(b) (Taxes and Other Charges; Contest for Taxes and Other Charges, Legal Requirements and Liens), Article VIII (Alterations; Leasing), Article X (Casualty and Condemnation), Article XI (Accounts and Reserves), Article XII (defaults and remedies), Article XV (Subordination) and related definitions in Article II (definitions) or (vi) materially amend or modify any provision of the Master Lease not listed in clause (v) in a manner adverse to Mezzanine Lender or that would decrease Master Lessee’s obligations or increase Mortgage Borrower’s obligations thereunder, provided that nothing in this Section 5.1.22(g) shall prevailprohibit or restrict Master Lessee from exercising its rights under Section 1.2 of the Master Lease subject to the requirements of Sections 2.3.4 and 2.3.9 hereof. B. Sublessee (h) The Master Lease shall pay be subject and subordinate to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due Loan pursuant to the Master Lease. Sublessor Lease SNDA. (i) Mortgage Lender shall not demand such payment prior have the right to the date which is thirty (30) days before the date any such sum shall be due and owing declare a Master Lease Tenant Default under the Master LeaseLease and to exercise the rights and remedies of the Mortgage Borrower, as landlord under the Master Lease (including without limitation, exercising it rights and remedies with respect to the Assigned Landlord Lien), pursuant to the assignment of such rights in the Assignment of Leases. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations (j) The form of the Master Landlord, nor shall such default Lease is attached hereto as Exhibit F. Mezzanine Lender hereby approves of the form of the Master Landlord affect Lease. Notwithstanding the foregoing, or anything else in Mezzanine Loan Documents to the contrary, except as expressly set forth in this Sublease Agreement-if any conflict, contradiction or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under inconsistency exists between the Master LeaseLease and this Agreement, the terms and provisions of this Agreement shall, as among the parties hereto, control and govern.

Master Lease. A. All Subtenant covenants that it will occupy the obligations contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee Subleased Premises in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect as they apply to the Sublessor's Percentage. Sublessee covenants Subleased Premises, and agrees will not suffer to otherwise fully and faithfully perform be done or omit to do any act which may result in a violation of or a default under any of the terms and conditions of the Master Lease, or render Sublandlord liable for any damage, charge or expense thereunder. Subtenant further covenants and agrees to indemnify Sublandlord against and hold Sublandlord harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (including reasonable attorneys’ fees) and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, (a) Subtenant’s breach or default in the performance of any terms, conditions, covenant or agreement of the Master Lease applicable to the Subleased Premises or this Sublease, (b) Subtenant’s occupancy of the Subleased Premises, the undertaking of any alterations, additions or improvements or repairs by Subtenant to the Subleased Premises or the conduct of Subtenant’s business on the Subleased Premises (including, without limitation, any use of Hazardous Materials by Subtenant or any person claiming by, through or under Subtenant, or any of the contractors, agents, servants, employees, licensees or invitees of Subtenant), and (c) any negligence or willful act of Subtenant or of any person claiming by, through or under Subtenant, or of the contractors, agents, servants, employees, licensees or invitees of Subtenant or any such person, in, on or about the Subleased Premises. Sublandlord covenants that it will maintain the Master Lease during the entire Sublease on its part Term, subject, however, to be performed. Neither any earlier termination of the Sublessor nor Sublessee shall do Master Lease not caused by the fault of Sublandlord under the Master Lease, and to comply with or perform or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant performed Sublandlord’s obligations under the Master Lease to be endangered, cancelled, terminated, forfeited or surrenderedthe extent not the responsibility of Subtenant hereunder. Sublandlord shall not agree to, or which would take any actions giving rise to, any amendment, modification or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Subleasetermination of the Master Lease, that if there is any conflict between materially increases the provisions financial obligation of Subtenant under this Sublease or otherwise materially and adversely impacts the rights of Subtenant hereunder or Subtenant’s use of the Subleased Premises (except Sublandlord may exercise its express termination rights in accordance with the terms of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by but shall not otherwise voluntarily terminate the Master Lease then and/or surrender possession of the provisions Subleased Premises to Master Landlord prior to the expiration of the Sublease Term). With respect to any obligation of Subtenant to be performed under this Sublease, unless otherwise expressly stated in this Sublease, wherever the Master Lease shall prevail. B. Sublessee shall pay grants to Sublessor, within ten (10) Sublandlord a specified number of days after demand therefor by Sublessornotice or other time condition to perform its corresponding obligation under the Master Lease (excluding the payment of Rent), Sublessee's Percentage Subtenant shall have two (2) fewer business days to perform the obligation, including, without limitation, curing any defaults. Any default notice or other notice of any and all sums obligations (except fixed annual rent payable including any billing or invoice for any Rent or any other expense or charge due under the Master Lease) due pursuant to the from Master Lease. Sublessor shall not demand such payment prior to the date Landlord which is thirty received by Subtenant (30whether directly or as a result of being forwarded by Sublandlord) days before the date any shall constitute such sum shall be due and owing notice from Sublandlord to Subtenant under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer without the performance of need for any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon additional notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master LeaseSublandlord.

Master Lease. A. (a) All the rights and obligations of TFS contained in the Master Lease as they relate to the Sublet Premises are hereby conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectivelyBrillian, except as expressly modified and amended by this Sublease. The rights of TFS in Sections 9, 15, 16, 17, 24(g), and all rights and privileges contained in 24(l) of the Master Lease are expressly not conferred upon Sublessor (as Tenant thereinBrillian and Brillian expressly acknowledges that it shall not be entitled to any of the rights of TFS in Sections 9, 15, 16, 17, 24(g), are hereby conferred and imposed upon Sublessee, to 24(l) of the extent of Sublessee's PercentageMaster Lease. Sublessor Brillian covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully to perform the terms and conditions of the Master Lease with respect as they relate to the Sublessor's Percentage. Sublessee covenants Sublet Premises and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the this Sublease on its part to be performed, including, but not limited to, all maintenance and repair obligations and all compliance with law obligations. Neither the Sublessor nor Sublessee Brillian shall not do or cause to be done or suffer or permit any act which to be done that would or might cause the Master Lease, or the rights of Sublessor TFS as tenant under the Master Lease Lease, to be endangered, cancelledcanceled, terminated, forfeited forfeited, or surrendered, or which that would or might cause Sublessor TFS to be in default thereunder or liable for any damage, claim claim, or penalty. Sublessee Brillian agrees, as an express inducement for Sublessor TFS’s executing this Sublease, that if there is any conflict between the provisions of this Sublease and the provisions of the Master Lease and this Sublease which that would permit Sublessee Brillian to do or cause to be done or suffer or permit any act which or thing to be done that is prohibited by the Master Lease Lease, then the provisions of the Master Lease shall prevail. B. Sublessee shall pay to Sublessor. All rights, within ten (10) days after demand therefor by Sublessorremedies, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant indemnifications given to the Master LeaseLandlord in the Master Lease are hereby given to TFS under this Sublease. (b) If any event occurs that would permit TFS to terminate the Master Lease as it relates to the Sublet Premises, Brillian shall notify TFS of such occurrence and of its recommendations immediately with regard to such termination rights. Sublessor TFS shall decide in its reasonable discretion whether or not demand to terminate the Master Lease and shall give Brillian written notice of such payment prior decision. If TFS elects to terminate the Master Lease as it relates to the Sublet Premises, this Sublease shall terminate on the earlier of the date of termination of the Master Lease or the date which is thirty (30) days before after Brillian’s receipt of such written notice from TFS. In the date any event that TFS elects to terminate the Master Lease prior to providing notice to the Master Landlord, TFS must provide prior written notice to Brillian of its intent to terminate this Sublease, and within five (5) days after the receipt of such sum notice from TFS, Brillian may notify TFS in writing that it intends to continue possession of the Sublet Premises under the terms and conditions of this Sublease, in which case, TFS shall be due and owing not exercise its right of termination under the Master LeaseLease as it relates to the Sublet Premises. In addition, TFS agrees that it shall not exercise its one-time cancellation option granted under the Second Amendment to Lease as it relates to the Sublet Premises without the prior written consent of Brillian. C. Notwithstanding anything to the contrary herein contained, Sublessor (c) TFS shall have no duty itself to perform any obligations of or provide any services to be provided by the Master LandlordLandlord and shall under no circumstances be responsible or liable to Brillian for any default, failure, or delay on the part of the Master Landlord in the performance of any obligations under the Master Lease, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s Brillian’s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor TFS agrees, upon notice from SublesseeBrillian, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease and to otherwise cooperate reasonably with Brillian as Brillian may reasonably request, in enforcing the remedies provided in the Master Lease.

Master Lease. A. All 7.1 Sublessor is the obligations contained in lessee of the premises by virtue of a lease, hereinafter referred to as the “Master Lease”, a copy of which is attached hereto marked Exhibit 1. Dated , 20 wherein 7.2 This Sublease is and shall be at all times subject and subordinate to the Master Lease conferred Lease. 7.3 The terms, conditions and imposed upon Sublessor (as Tenant therein) shall be borne by respective obligations of Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by to each other under this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform Sublease shall be the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable except for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the those provisions of the Master Lease and which are directly contradicted by this Sublease in which would permit Sublessee to do or cause to be done any act which is prohibited by event the terms of this Sublease docuent shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease then the provisions word “Lessor” is used it shall be deemed to mean the Sublessor herein and wherever in the Master Lease the word “Lessee” is used it shall be deemed to mean the Sublessee herein. 7.4 During the term of this Sublease and for all periods subsequent for obligations which have arisen prior to the termination of this Sublease Sublessee does hereby expressly assume and agree to perform and comply with, for the benefit of Sublessor and Master Lessor, each and every obligation of Sublessor under the Master Lease except for the following paragraphs which are excluded therefrom: 7.5 The obligations that ▇▇▇▇▇▇▇▇▇ has assumed under paragraph 7.4 hereof are hereinafter referred to as the "Sublessee's Assumed Obligations". The obligations that Sublessee has not assumed under paragraph 7.4 hereof are hereinafter referred to as the "Sublessor's Remaining Obligations". 7.6 Sublessee shall hold Sublessor free and harmless of and from all liability, judgments, costs, damages, claims or demands, including reasonable attorneys fees, arising out of Sublessee's failure to comply with or perform ▇▇▇▇▇▇▇▇▇'s Assumed Obligations. 7.7 Sublessor agrees to maintain the Master Lease during the entire term of this Sublease, subject, however, to any earlier termination of the Master Lease shall prevailwithout the fault of the Sublessor, and to comply with or perform Sublessor's Remaining Obligations and to hold Sublessee free and harmless of and from all liability, judgments, costs, damages, claims or demands arising out of Sublessor's failure to comply with or perform Sublessor's Remaining Oblioations. B. 7.8 Sublessor represents to Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage that the Master Lease is in full force and effect and that no default exists on the part of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant party to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. All the obligations contained in the Master Lease conferred This Sublease is and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor at all times subject and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, subordinate to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease. The terms, conditions and will otherwise fully respective obligations of Sublandlord and faithfully perform Subtenant to each other under this Sublease shall be the terms and conditions of the Master Lease with respect to each Subleased Premises except for those provisions of the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform Master Lease which are directly contradicted by this Sublease in which event the terms of this Sublease shall control over the Master Lease. During the term of this Sublease and for all periods subsequent for obligations which have arisen prior to the termination of this Sublease, Subtenant does hereby expressly assume and agree to perform and comply with, for the benefit of Sublandlord and the applicable Landlord, each and every obligation of tenant under the Master Lease. In the event of the expiration or termination of the Master Lease for any reason whatsoever, this Sublease shall automatically terminate on the date of the expiration or termination of the Master Lease, and Subtenant shall have no claim against Sublandlord of any kind whatsoever on account thereof, and the parties hereto shall thereupon be relieved of all liability and obligation hereunder, excepting liabilities and obligations which accrued or arose prior to the date of such termination or expiration. Subtenant shall not violate or breach any of the terms, covenants or conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause fail to do or permit anything to be done any act which would violate, breach or might be contrary to the Master Lease or cause the Master Lease, Lease to be terminated or forfeited. Subtenant is not hereby granted any of the rights of Sublessor granted to Sublandlord, as tenant under the Master Lease Lease, including, without limitation, Sublandlord’s right to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevailexercise renewal term options. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. All the obligations contained in the Master Lease conferred 2.1 The Sublease is and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor at all times subject and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and subordinate to all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect and, notwithstanding anything to the Sublessor's Percentage. Sublessee covenants and contrary contained in the Sublease, Subtenant agrees to otherwise fully and faithfully perform all of the terms and conditions covenants of Tenant contained in the Master Lease insofar as the same relate to the Premises, provided that Subtenant shall not be obligated to pay rent, operating expenses or other charges or perform any of Tenant’s obligations in excess of the amounts and obligations specified in the Sublease on its part to be performedSublease. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights In case of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then provisions of the Sublease, as between Tenant and Landlord, the provisions of the Master Lease shall prevail. B. Sublessee prevail unaffected by the Sublease. Subtenant shall pay not violate any of the terms and conditions of the Master Lease to Sublessor, within ten (10) days after demand therefor the extent applicable to the use and occupancy of the Premises. Any breach of the Master Lease by Sublessor, Sublessee's Percentage Tenant or any breach of any the Sublease or Master Lease by Subtenant that results in a breach of the Master Lease shall entitle Landlord to all the rights and all sums (except fixed annual rent payable under remedies provided in the Master Lease) due . 2.2 Subtenant acknowledges and agrees that, except as provided below, the term of the Sublease shall automatically terminate upon the termination of the Master Lease for any reason whatsoever, including, without limitation, the termination of the Master Lease prior to the expiration of the term thereof pursuant to a written agreement by and between Landlord and ▇▇▇▇▇▇; provided, Subtenant agrees, at the option and upon written demand of Landlord, to attorn to Landlord for the remainder of the term of the Sublease, such attornment to be upon all of the terms and conditions of the Master Lease. Sublessor The foregoing provisions shall be self-operative upon such written demand of Landlord, and no further instrument shall be required to give effect to said provisions. Upon demand of Landlord, however, Subtenant agrees to execute, from time to time, such documents as Landlord deems desirable to effect and acknowledge such attornment. Notwithstanding any provision to the contrary in the Sublease or in any other agreement, Subtenant acknowledges that it shall have no right and there shall not demand such payment prior be vested in Subtenant any right to the date which is thirty (30) days before the date any such sum shall be due and owing exercise rights of first refusal, options, or other similar preferential rights, if any, given to Tenant under the Master Lease. C. Notwithstanding anything 2.3 Tenant represents and warrants to the contrary herein contained, Sublessor shall have no duty itself Landlord that (a) attached to perform any obligations this Consent as Exhibit A is a true and correct copy of the Master LandlordLease, nor shall such default and there exist no amendments, modifications, or extensions of or to the Master Lease except as specified herein, and the Master Lease is now in full force and effect; and (b) to Tenant’s actual knowledge, there exist no defenses or offsets to enforcement of the Master Lease by Landlord affect this Sublease or waive or defer Tenant. To Tenant’s actual knowledge, (i) Landlord is not in default in the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease; (ii) Landlord has not committed any breach thereof; and (iii) no event has occurred which, with the passage of time, or the giving of notice, or both, would constitute a default or breach by Landlord. Tenant confirms that it has not assigned or transferred its interest under this Lease or subleased any portion of the Premises except pursuant to the Sublease. 2.4 Tenant and Subtenant represent and warrant to Landlord that (a) there are no additional payments of rent or consideration of any type payable by Subtenant to Tenant with regard to the Premises other than as disclosed in the Sublease; (b) a true, correct and complete copy of the Sublease is attached hereto as Exhibit B; (c) no amendment to the Sublease shall be effective or enforceable between Tenant and Subtenant unless and until Landlord shall have consented to such amendment in writing; and

Master Lease. A. All Lessee acknowledges and agrees that this Lease is subject and subordinate to the obligations contained terms and provisions of that certain Master Lease recorded at Reception No. 940573 in the real property records of Garfield County, Colorado, by and between Camp Colorado River, LLC, a Colorado limited liability company as “Master Landlord”, and River Run Colorado QOZB, LLC, a Delaware limited liability company as “Master Tenant” (which Master Tenant is also “Lessor” under this Lease) (the “Master Lease”) and, notwithstanding any provision to the contrary in this Lease or its definitions and terminology (e.g., Lessor, Lessee and Lease), this Lease is a sublease, the Lessor is a sublandlord of the Parcel and Lessee is a subtenant of the Parcel; provided, however, the following provisions are designed to protect the leasehold estate created by this Lease and to set forth the relationship between the Master Landlord and Lessee: (a) While this Lease remains subordinate to the Master Lease, the Master Lease conferred sets forth certain rights and imposed upon Sublessor obligations directly between the Master Landlord and Lessor (as Tenant thereinMaster Tenant) and in no event shall Lessee be borne by Sublessor and Sublessee in accordance with entitled to, or claim, any of the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor Lessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations Tenant) under the Master Lease, nor shall Lessee be responsible for any of the obligations imposed upon Lessor (as Master Tenant) under the Master Lease. Similarly, the Master Landlord shall have no responsibility or liability whatsoever to Lessee arising under this Lease, the Master Lease or otherwise, except upon the effective date of the Master Landlord becoming the assignee Lessor under this Lease as provided in subsection (c) below. Each of Master Landlord and will otherwise fully Lessee is hereby released and faithfully perform relieved of all of the terms foregoing obligations and conditions liability to the other as provided in this subsection (a). Without limiting the generality of foregoing, (i) no breach of the Master Lease shall constitute a breach or violation of this Lease, and no breach of this Lease shall constitute a breach or violation of the Master Lease, subject, however, to subsection (b) below, (ii) Master Landlord shall not be responsible for any failure or interruption, for any reason whatsoever, of any services or facilities related to the Premises or arising under this Lease, and (iii) in no event shall Tenant be entitled to, or claim, under the Master Lease any right to any payment or allowance of any nature whatsoever, any right or claim to any insurance proceeds, condemnation awards, rights to non-disturbance agreements, options to renew, options to expand or the like, any right of early termination, or any right similar or dissimilar to any of the foregoing. (b) For clarity, and notwithstanding subsection (a) above or any contrary provision herein, while Lessee is not responsible for Lessor’s obligations as Master Tenant under the Master Lease, to the extent that an Event of Default by Lessee under this Lease affects the rights and/or interests of Master Landlord (as fee owner of the land subject to the Master Lease, including the Parcel), such as, but not limited to, by Lessee committing waste or violating the hazardous materials covenants of this Lease, the Master Landlord is hereby deemed a third party beneficiary of the terms of this Lease and shall have all rights and remedies against Lessee at law and/or in equity with respect to the Sublessor's Percentage. Sublessee covenants such Lessee Event of Default, which rights and agrees remedies are in addition to otherwise fully and faithfully perform the terms supplemental to any rights and conditions remedies of Lessor hereunder. (c) If for any reason the Master Lease and the Sublease on its part to be performed. Neither leasehold estate thereunder expires or is terminated for any reason, the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause Master Landlord has covenanted and agreed in the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee and Lessee hereby covenants and agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do such termination or cause to be done any act which is prohibited by the Master Lease then the provisions expiration of the Master Lease shall prevail. B. Sublessee not result in a termination of this Lease and that this Lease shall pay to Sublessorcontinue for the duration of its Term as a direct lease between Master Landlord as fee owner of the Parcel and Lessee with the same force and effect as if Master Landlord had originally entered into this Lease with Lessee as the Lessor hereunder. Further, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage in the event of any and all sums (except fixed annual rent payable under expiration or termination of the Master Lease) due , the licenses assigned to Lessee pursuant to Section 5.01 and 5.04 below shall continue for the duration of the term of this Lease as a direct grant of such licenses from Master Landlord to Lessee as provided in the Master Lease. Sublessor shall not demand such payment prior to Upon the date which is thirty (30) days before the date any such sum shall be due and owing under expiration or earlier termination of the Master Lease. C. Notwithstanding anything , all of Lessor’s right, title and interest in and to the contrary herein contained, Sublessor this Lease shall have no duty itself be deemed automatically transferred and assigned to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that as more fully provided in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease. In such event, Lessee will be deemed to have attorned to and recognized Master Landlord as Lessor’s assignee and successor-in-interest under this Lease for the remainder of the Term of this Lease without the necessity of any further action by the parties hereunder, although Lessee agrees upon Master Landlord’s request to execute and deliver to Master Landlord any reasonable document evidencing or confirming such attornment and recognition of Master Landlord as Lessor under this Lease.

Master Lease. A. All the obligations contained in the Master Lease conferred 5.1. Subtenant and imposed upon Sublessor (as Tenant therein) this Sublease shall be borne by Sublessor and Sublessee subject in accordance with all respects to the Sublessor's Percentage terms of, and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when dueLandlord under, will perform Sublessor's insurance obligations under the Master Lease. Except as otherwise expressly provided in Section 7 hereof, and will otherwise fully and faithfully perform the terms covenants, agreements, terms, provisions and conditions of the Master Lease insofar as they are not inconsistent with respect the terms of this Sublease are made a part of and incorporated into this Sublease as if recited herein in full, and the rights and obligations of the Landlord and the Tenant under the Master Lease shall be deemed the rights and obligations of Sublandlord and Subtenant respectively hereunder and shall be binding upon and inure to the Sublessor's Percentagebenefit of Sublandlord and Subtenant respectively. Sublessee covenants and agrees to otherwise fully and faithfully perform As between the parties hereto only, in the event of a conflict between the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights terms of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions terms of this Sublease shall control. 5.2. Except as set forth below, the terms and conditions of this Sublease shall include all of the terms of the Master Lease and such terms are incorporated into this Sublease which would permit Sublessee as if fully set forth herein, except that: (i) each reference in such incorporated sections to do “Lease” shall be deemed a reference to “Sublease”; (ii) each reference to “Landlord” and “Tenant” shall be deemed a reference to “Sublandlord” and “Subtenant”, respectively, except as otherwise expressly set forth herein; (iii) with respect to work, services, repairs, restoration, insurance, indemnities, representations, warranties or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage performance of any and all sums (except fixed annual rent payable other obligation of Landlord under the Master Lease, the sole obligation of Sublandlord shall be to request the same in writing from Landlord as and when requested to do so by Subtenant, and to use Sublandlord’s reasonable efforts (without requiring Sublandlord to spend more than a nominal sum) due pursuant to obtain Landlord’s performance; (iv) with respect to any obligation of Subtenant to be performed under this Sublease, wherever the Master Lease. Sublessor shall not demand such payment prior Lease grants to the date which is thirty (30) Sublandlord a specified number of days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease, except as otherwise provided herein, Subtenant shall have three (3) fewer days to perform the obligation, including, without limitation, curing any defaults, if the specified number of days in the Master Lease is six (6) or more, and Subtenant shall have two (2) fewer days to perform the obligation, including, without limitation, curing any defaults, if the specified number of days in the Master Lease is five (5) or less; (v) with respect to any approval required to be obtained from the “Landlord” under the Master Lease, such consent must be obtained from both Landlord and Sublandlord, and the approval of Sublandlord may be withheld if Landlord’s consent is not obtained, but may not be unreasonably withheld, conditioned or delayed if Landlord’s consent is obtained; (vi) in any case where the “Landlord” reserves or is granted the right to manage, supervise, control, repair, alter, regulate the use of, enter or use the Premises or any areas beneath, above or adjacent thereto, such reservation or grant of right of entry shall be deemed to be for the benefit of both Landlord and Sublandlord; (vii) in any case where “Tenant” is to indemnify, release or waive claims against “Landlord”, such indemnity, release or waiver shall be deemed to run from Subtenant to both Landlord and Sublandlord; (viii) in any case where “Tenant” is to execute and deliver certain documents or notices to “Landlord”, such obligation shall be deemed to run from Subtenant to both Landlord and Sublandlord; (ix) all payments shall be made to Sublandlord; (xi) if a request for consent is initiated by Subtenant, Subtenant shall pay all consent and review fees set forth in the Master Lease to both Landlord and Sublandlord; (xii) Subtenant shall not have the right to terminate this Sublease due to casualty or condemnation unless Sublandlord has such right under the Master Lease; and (xiii) all “profit” under subleases and assignments shall be paid to Sublandlord, if applicable.

Master Lease. A. All the obligations contained in the Master Lease conferred 2.1 The Sublease and imposed upon Sublessor (as Tenant therein) Assignment shall be borne by Sublessor at all times subject and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and subordinate to all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's PercentageLease. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions In case of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this the provisions of the Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the and Assignment, as between Sublessor and Master Lease then Landlord, the provisions of the Master Lease shall prevailprevail unaffected by the Sublease and Assignment. Assignor and Assignee shall not violate any of the terms and conditions of the Master Lease to the extent applicable to the use and occupancy of the Premises. Subject to the terms of that certain Nondisturbance, Recognition and Attornment Agreement dated November 12, 1996 by and among Master Landlord, Sublessor and Assignor ("Nondisturbance"), any breach of the Master Lease by Sublessor shall entitle Master Landlord to all the rights and remedies provided in the Master Lease. Any breach of the Sublease or Assignment by Assignor or Assignee that results in a breach of the Master Lease shall entitle Master Landlord to all the rights and remedies provided in the Master Lease. B. Sublessee 2.2 Except as provided in the Nondisturbance, upon the expiration or earlier termination of the term of the Master Lease, or upon the surrender of the Master Lease by Sublessor to Master Landlord, the Sublease and Assignment shall pay terminate as of the effective date ("Termination Date") of such expiration, termination, or surrender, and Assignor and Assignee shall vacate the Premises on or before the Termination Date. The foregoing is not intended to Sublessorand shall not operate to permit Sublessor to terminate the Master Lease except as permitted by the Master Lease. Except to the extent set forth in the Master Lease and Sublease Consent, within ten neither Assignor nor Assignee shall have any right and there shall not be vested in either of them any right to exercise rights of first refusal, option or other similar preferential rights, if any (10) days after demand therefor by Sublessorcollectively, Sublessee's Percentage of any and all sums (except fixed annual rent payable "Option Rights"), given to Sublessor under the Master Lease; notwithstanding the foregoing, Assignor and Assignee acknowledge and agree that under no event or circumstance shall any of such Option Rights be or otherwise assignable or transferable to any other person or entity, by operation of law or otherwise, without Master Landlord's prior written consent, which consent may be withheld by Master Landlord in its sole and absolute discretion. 2.3 Sublessor represents and warrants to Master Landlord that (a) due pursuant there exist no amendments, modifications, or extensions of or to the Master Lease except as specified herein, and the Master Lease is now in full force and effect; and (b) to Sublessor's actual knowledge, there exist no defenses or offsets to enforcement of the Master Lease by Master Landlord or Sublessor. To Sublessor's actual knowledge, (i) Master Landlord is not in default in the performance of the Master Lease. , (ii) Master Landlord has not committed any breach thereof, and (iii) no event has occurred which, with the passage of time, or the giving of notice, or both, would constitute a default or breach by Master Landlord. 2.4 Sublessor shall not demand such payment prior represents and warrants to Master Landlord that (a) there exist no amendments, modifications, or extensions of or to the date which Sublease except as specified herein, and the Sublease is thirty now in full force and effect; and (30b) days before to Sublessor's actual knowledge, there exist no defenses or offsets to enforcement of the date Sublease by Sublessor or Assignor. To Sublessor's actual knowledge, except as contained in the Letter (defined below) (i) Sublessor is not in default in the performance of the Sublease, (ii) Sublessor has not committed any such sum breach thereof, and (iii) no event has occurred which, with the passage of time, or the giving of notice, or both, would constitute a default or breach by Sublessor. Notwithstanding anything in this consent to the contrary, nothing contained in this consent shall be due and owing deemed an admission by Sublessor, Assignor, or Assignee that any of the matters described in the Letter constitutes a default under the Master Lease. C. Notwithstanding anything 2.5 Assignor represents and warrants to Master Landlord that (a) there exist no amendments, modifications, or extensions of or to the contrary herein containedSublease and Assignment except as specified herein, Sublessor shall have and the Sublease and Assignment is now in full force and effect; and (b) to Assignor's actual knowledge, there exist no duty itself defenses or offsets to perform any obligations enforcement of the Master LandlordSublease and Assignment by Assignor or Assignee. To Assignor's actual knowledge, nor shall such default of the except as to matters described in a letter dated May 12, 1999, from Master Landlord affect this Sublease or waive or defer to Sublessor ("Letter"), (i) Assignor is not in default in the performance of the Sublease and Assignment, (ii) Assignor has not committed any breach thereof, and (iii) no event has occurred which, with the passage of Sublessee' s obligations hereundertime, or the giving of notice, or both, would constitute a default or breach by Assignor. Assignee represents and warrants to Master Landlord that there exist no amendments, modifications, or extensions of or to the Assignment except as specified herein, and the Assignment is now in full force and effect; providedand (b) to Assignee's actual knowledge, neverthelessthere exist no defenses or offsets to enforcement of the Assignment by Assignor or Assignee. To Assignee's actual knowledge, that except as contained in the Letter, (i) Assignee is not in default in the performance of the Assignment, (ii) Assignee has not committed any breach thereof, and (iii) no event has occurred which, with the passage of time, or the giving of notice, or both, would constitute a default or breach by Assignee. 2.6 Assignor and Assignee represent and warrant to Master Landlord that there are no additional payments of rent or consideration of any such default type payable by Assignee to Assignor or failure of performance payable by Master LandlordAssignee to Sublessor, with regard to the Premises other than as disclosed in the Assignment. Sublessor agrees, upon notice from Sublessee, represents and warrants to make immediate demand upon Master Landlord that no payments of rent or consideration of any type are being paid to perform its obligations under the Master LeaseSublessor by Assignor or Assignee.

Master Lease. A. All (a) Each Individual Property shall at all times be leased directly and exclusively by the obligations contained in Mortgage Borrower to the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved Lessee under the Master Lease as (and when due, will perform Sublessor's insurance obligations not to any other Person under the Master Lease or any replacement Master Lease). Master Lessee shall be permitted to enter into Subleases subject to and in accordance with Section 8.8.2. (b) The Master Lease shall have an initial term of fifteen (15) years with renewal rights. (c) The Master Lease shall require Master Lessee to make payments of Master Lease Rent. Pursuant to the Master Lease and the Master Lease Rent Payment Direction Letter all Master Lease Scheduled Rent shall at all times during the term of the Loan be made directly to the Holding Account, and will otherwise fully none of the foregoing payments of Master Lease Rent shall be deemed made until such payment has been deposited into the Holding Account. (d) The Master Lease shall require the Master Lessee to prepare the expenses and faithfully perform revenue in accordance with Article XI and to submit copies to Mezzanine Lender for its reference, not for its approval. (e) Neither Mortgage Borrower nor Master Lessee shall terminate the terms and conditions Master Lease or consent to the termination of the Master Lease without the prior written consent of Mezzanine Lender. Except as provided in the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of casualties or condemnations, the Master Lease shall not provide for the release of an Individual Property. The Master Lease may be amended to provide, inter alia, for a release of an Individual Property and the Sublease on its part reduction of Master Lease Rent as provided in Section 2.3.4(v) and (vi). (f) Except for the Assignment of Leases and the Permitted Encumbrances, neither the Mortgage Borrower nor the Master Lessee shall Transfer or sublease, or allow to be performedTransferred, its interest in the Master Lease or any interest therein without the prior written consent of the Mezzanine Lender. Neither The Mezzanine Borrower shall not permit Mortgage Borrower to permit (except as expressly permitted under the Sublessor nor Sublessee Master Lease) and shall do not consent to (except as expressly required under the Master Lease) any assignment by the Master Lessee of its interest in the Master Lease or cause its rights and interests thereunder except to be done any act which would Master Lessee’s successor by merger or might cause acquisition of all or substantially all of Master Lessee’s assets. Notwithstanding the foregoing, Master Lessee shall pledge to Mortgage Borrower its interest in the “FF&E” as defined in the Master Lease, or subject to the rights of Sublessor as tenant under Assigned Landlord Lien. (g) Neither the Mortgage Borrower nor the Master Lease Lessee shall, without the prior written consent of Mezzanine Lender which consent, solely with respect to clauses (ii) and (iii) of this Section 5.1.22(g), will not be endangeredunreasonably withheld, cancelled(i) renew (other than pursuant to renewal rights expressly set forth in the Master Lease), terminatedextend, forfeited release any Individual Property from (except in connection with a Property Release, Substitution or surrenderedrelease of an Unimproved Parcel, in compliance with Sections 2.3.4, 2.3.5 and 2.3.9 hereof) terminate, reduce rents (except as expressly authorized pursuant to Section 2.3.4) or other sums payable under, accept a surrender of, or which would shorten the term of, the Master Lease, (ii) appoint any appraiser, (iii) make any determination of Fair Market Rental or might cause Sublessor Fair Market Value (as such terms are defined in the Master Lease), (iv) waive any provisions of the Master Lease, provided that subject to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between clause (i) Mortgage Borrower and Master Lessee shall have the right to waive provisions of the Master Lease and this Sublease which so long as the same would permit Sublessee to do not have the effect of (1) waiving or cause to be done any act which is prohibited by reducing the monetary obligations of Master Lessee under the Master Lease then or (2) either permitting Master Lessee to take an action that Mortgage Borrower or Master Lessee is prohibited from taking under this Agreement or any other Loan Document, or preventing Mortgage Borrower and/or Master Lessee from complying with an obligation on the provisions part of Mortgage Borrower or Master Lessee under this Agreement or any other Loan Document, (v) amend or modify in any respect in a manner adverse to Mezzanine Lender or that would decrease Master Lessee’s obligations or increase Mortgage Borrower’s obligations thereunder, any provision of the Master Lease contained in Article I (leased property, term, etc.), Article III (rent), Article IV (termination and abatement), Article V (Ownership of Leased Property), Section 6.1(b) (Taxes and Other Charges; Contest for Taxes and Other Charges, Legal Requirements and Liens), Article VIII (Alterations; Leasing), Article X (Casualty and Condemnation), Article XI (Accounts and Reserves), Article XII (defaults and remedies), Article XV (Subordination) and related definitions in Article II (definitions) or (vi) materially amend or modify any provision of the Master Lease not listed in clause (v) in a manner adverse to Mezzanine Lender or that would decrease Master Lessee’s obligations or increase Mortgage Borrower’s obligations thereunder, provided that nothing in this Section 5.1.22(d) shall prevailprohibit or restrict Master Lessee from exercising its rights under Section 1.2 of the Master Lease subject to the requirements of Sections 2.3.4 and 2.3.9 hereof. B. Sublessee (h) The Master Lease shall pay be subject and subordinate to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due Loan pursuant to the Master Lease. Sublessor Lease SNDA. (i) Mortgage Lender shall not demand such payment prior have the right to the date which is thirty (30) days before the date any such sum shall be due and owing declare a Master Lease Tenant Default under the Master LeaseLease and to exercise the rights and remedies of the Mortgage Borrower, as landlord under the Master Lease (including without limitation, exercising it rights and remedies with respect to the Assigned Landlord Lien), pursuant to the assignment of such rights in the Assignment of Leases. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations (j) The form of the Master Landlord, nor shall such default Lease is attached hereto as Exhibit F. Mezzanine Lender hereby approves of the form of the Master Landlord affect Lease. Notwithstanding the foregoing, or anything else in Mezzanine Loan Documents to the contrary, except as expressly set forth in this Sublease Agreement if any conflict, contradiction or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under inconsistency exists between the Master LeaseLease and this Agreement, the terms and provisions of this Agreement shall, as among the parties hereto, control and govern.

Master Lease. A. All the obligations contained in the Master Lease conferred a. The Sublease is and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor at all times subject and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and subordinate to all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect and, notwithstanding anything to the Sublessor's Percentagecontrary contained in the Sublease, Subtenant agrees to perform all of the covenants of Master Lessee contained in the Master Lease to the extent they relate to the Sublease Premises. Sublessee covenants Subtenant further acknowledges and agrees that Master Lessor possesses and may enforce all of the rights provided in the Master Lease as to otherwise fully the Master Lessee and faithfully perform the terms Master Lease Premises in the same manner as to the Subtenant and conditions Sublease Premises. b. Subtenant shall not be obligated to pay rent, operating expenses or other charges in excess of the amounts specified in the Sublease. c. Master Lessor shall have the right at all times to full access and egress through the Subleased Premises as may be required by applicable building codes and regulations and any issue related to Airport operations. Master Lessor shall have the same rights to enter and inspect the Subleased Premises as it has pursuant to Master Lease, Section 14.02, as to the Leased Premises. d. As between Master Lessee and Master Lessor, the provisions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is prevail over any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the provisions of the Sublease. As between Master Lease then Lessee and Subtenant, the provisions of the Master Lease shall prevailprevail over any conflict between the provisions of the Master Lease and the provisions of the Sublease. B. Sublessee e. Subtenant shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage not violate any of any the terms and all sums (except fixed annual rent payable under conditions of the Master Lease) due pursuant Lease to the extent applicable to the use and occupancy of the Sublease Premises. Any breach of the Master LeaseLease by Master Lessee or any breach of the Sublease or Master Lease by Subtenant which results in a breach of the Master Lease shall entitle Master Lessor to all the rights and remedies provided in the Master Lease against either or both Master Lessee and Subtenant. f. Subtenant shall be responsible for all utilities consumed at the Subleased Premises, including, but not limited to, electricity, gas, telephone, water, sewer and trash pickup and disposal. Sublessor Master Lessor shall not demand such payment be responsible for bringing utilities to Subleased Premises, and Subtenant agrees it shall be responsible to pay necessary utility connection charges. Master Lessor shall not be responsible for any interruption in utility services. g. Subtenant acknowledges and agrees that, except as provided below, the term of the Sublease shall automatically terminate upon the termination of the Master Lease for any reason whatsoever, including, without limitation, the termination of the Master Lease prior to the date which is thirty (30) days before expiration of the date term thereof pursuant to a written agreement by and between Master Lessor and Master Lessee. h. Notwithstanding any such sum provision to the contrary in the Sublease or in any other agreement, Subtenant acknowledges that it shall have no right and there shall not be due and owing vested in Subtenant any right to exercise rights of first refusal, options, or other similar preferential rights, if any, given to Master Lessee under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. All Sublessor has previously executed that certain "Full Service Modified Gross Lease" dated as of May 28, 1996 (the obligations contained "Master Lease") between Insurance Company of the West, as landlord and Sublessor, as tenant, a copy of which is attached hereto as Exhibit B. The interest of Insurance Company of the West as landlord has been transferred to CARR ▇▇▇rica ("Master Lessor" herein). This Sublease is and shall at all times be subject to the rights of Master Lessor under the Master Lease. The rights of Sublessee to occupy and use the Subleased Premises under this Sublease shall be subject to any restrictions and limitations on use set forth in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) Lease. Sublessee agrees that it shall be borne by Sublessor and Sublessee not take any action, or use the Subleased Premises in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in any way that will constitute a default under the Master Lease conferred upon Sublessor (as Tenant therein)Lease. Sublessor, are hereby conferred and imposed upon Sublesseein turn, agrees to the extent perform all of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved its obligations under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of to keep the Master Lease with respect in full force and effect, and not to modify or terminate the same, throughout the term of this Sublease, including any options to extend, if so exercised by Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions ; provided however, that Sublessor shall not be in breach of this Section if the Master Lease and the is terminated by Master Lessor through no fault of Sublessor. This Sublease on its part to shall not be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee shall pay to Sublessoreffective unless, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage the execution of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from and Sublessee, Master Lessor signs the consent attached to make immediate demand upon Master Landlord this Sublease, thereby giving its consent to perform its obligations under the Master Leasethis subletting.

Master Lease. A. All 1.1 Sublessor is the obligations contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved tenant under the Master Lease (as defined in Schedule 1) wherein Landlord (as defined in Schedule 1) leased to Sublessor the Leased Premises (as defined in Schedule 1) in the Building (as defined in Schedule 1). This Sublease is subject and when duesubordinate to the Master Lease, will perform Sublessor's insurance obligations under a copy of which is attached hereto as Exhibit “A”, and made a part hereof for all purposes as if fully set forth herein, except for Section 3.05 of the Master Lease, Paragraph 3 of Exhibit G to the Master Lease, and the Tenant Work Letter attached the Master Lease, which provisions shall not be incorporated herein and shall be referred to herein as the “Excluded Provisions.” Sublessee agrees to assume all provisions of the Master Lease, except for the Excluded Provisions. Except as specified to the contrary in this Sublease, all defined terms in the Master Lease have the same meanings in this Sublease. If there is a conflict between the terms of the Master Lease and this Sublease, the terms of the Sublease control, it being expressly understood by the parties that the terms of the Sublease will otherwise fully and faithfully perform in no way diminish or minimize the terms and conditions obligations of the Master Lease. 1.2 With the exception of the Excluded Provisions, Sublessee hereby covenants and agrees to comply with and perform all obligations of Sublessor under the Master Lease pertaining to the Subleased Premises (as hereinafter defined), including, without limitation, all repair obligations, all insurance obligations (and all insurance required to be maintained by Sublessee shall name both the Sublessor and the Landlord as additional insureds), all obligations to pay utility charges and taxes, and all indemnification obligations of Sublessor thereunder, and any liability accruing from failure to pay same when due thereunder. Sublessee agrees that whenever the consent of Landlord is required under the terms of the Master Lease with respect to any action, Sublessee shall obtain the Sublessor's Percentageconsent of Sublessor and of Landlord prior to taking such action. Sublessee hereby covenants and agrees to otherwise fully promptly deliver to Sublessor copies of any and faithfully perform the terms all notices or other correspondence received by Sublessee from Landlord that affects Sublessor and conditions of the Master Lease and the Sublease on its part further agrees to be performed. Neither the Sublessor nor so deliver same in accordance with 13.1 below. 1.3 Sublessee shall do not have the right to exercise any of Sublessor’s options or cause to be done any act which would elections permitted or might cause authorized under the Master Lease, or to institute any action or proceeding against Landlord for the rights enforcement of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor If Landlord shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer in the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease, Sublessor shall, upon the written request of Sublessee and at Sublessee’s sole cost and expense, use its diligent good faith efforts to enforce the Master Lease and obtain Landlord’s compliance with its obligations thereunder. In the event that the default of the Master Lease is the failure to provide required services, and if Sublessor at its option chooses not to provide such services, Sublessee may only deal directly with the Landlord in an effort to obtain such services and Sublessor shall have no liability for the provision of services or the enforcement thereof.

Master Lease. A. All the obligations contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) 12.1 Subtenant shall not do or permit to be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent done anything which would constitute a violation or breach of Sublessee's Percentage. Sublessor covenants and agrees it will make payment any of the rentals reserved under the Master Lease as and when dueterms, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions or provisions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangeredterminated or forfeited by virtue of any risks of termination or forfeiture reserved by or vested in Master Landlord, cancelledexcept to the extent that such act or occurrence shall have resulted, terminateddirectly or indirectly, forfeited from a default by Sublandlord under this Sublease or surrendered, the failure of Sublandlord to comply with its obligations under the Master Lease not required to be performed by Subtenant pursuant to this Sublease. 12.2 Sublandlord shall not do or permit to be done anything which would constitute a violation or might cause Sublessor to be in default thereunder breach of any of the terms, conditions or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease or which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then to be terminated or forfeited by virtue of any risks of termination or forfeiture reserved by or vested in Master Landlord, except to the provisions extent that such act or occurrence shall have resulted, directly or indirectly, from a default by Subtenant under this Sublease (including without limitation, the failure of Subtenant to pay any amount of Base Monthly Rent or Subtenant's Percentage Share of Common Operating Expenses). 12.3 If the Master Lease terminates, this Sublease shall prevail. B. Sublessee terminate and the parties shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any be relieved from all liabilities and all sums (obligations under this Sublease; except fixed annual rent payable under that if the Master Lease) due pursuant Lease or this Sublease terminates as a result of a default of Subtenant under this Sublease, Subtenant shall be liable to the Sublandlord for all damages suffered by Sublandlord as a result of the termination; and except that if the Master Lease. Sublessor Lease or this Sublease terminates as a result of a default of Sublandlord under this Sublease, Sublandlord shall not demand such payment prior be liable to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations Subtenant for all damages suffered by Subtenant as a result of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Leasetermination.

Master Lease. A. All the obligations contained a. Expect as expressly provided in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, Subtenant and this Sublease shall be subject in all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, respects to the extent terms of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease. Except as otherwise expressly provided in this Sublease, and will otherwise fully and faithfully perform the terms covenants, agreements, terms, provisions and conditions of the Master Lease insofar as they are not inconsistent with respect the terms of this Sublease or excluded below, are made a part of and incorporated into this Sublease as if recited herein in full. Any non- liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Master Landlord shall be deemed to inure to the Sublessor's Percentagebenefit of Sublandlord, Master Landlord, and any other person intended to be benefited by said provision. Sublessee covenants As applied to this Sublease, the words “Landlord” and agrees “Tenant” as used in the Master Lease shall be deemed to otherwise fully refer to Sublandlord and faithfully perform Subtenant hereunder, respectively. As between the parties hereto only, in the event of a conflict between the terms and conditions of the Master Lease and the terms of this Sublease, the terms of this Sublease on its part to be performedshall control. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights The terms of Sublessor as tenant under the Master Lease shall be kept confidential by Subtenant, except to be endangeredthe extent that any disclosure thereof by Subtenant is required by law. Notwithstanding any contrary provision hereof, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the following provisions of the Master Lease are not incorporated into this Sublease: i. Term, Anticipated Base Building Substantial Completion Date, Commencement Date, Expiration Date, Extension Option(s), Rent During Extension Term, Tenant Allowance, Base Rent, Broker and this Sublease which would permit Sublessee to do Broker’s Fee or cause to be done any act which is prohibited by Commission Paid By set forth in the Master Basic Lease then the provisions Information of the Master Lease shall prevail.Lease; B. Sublessee shall pay to Sublessorii. Sections 2, within ten (10) days after demand therefor by Sublessor3(c)(vi), Sublessee's Percentage 11(a), 13(b), 13(c), 13(f), 16(b), 32(j), 35, 36(f), 39 and 40 of any and all sums (except fixed annual rent payable under the Master Lease; iii. The second sentence of Section 32(a) due pursuant to of the Master Lease; iv. Sublessor shall not demand such payment prior The first sentence of Section 33(a) of the Master Lease; provided, however, Subtenant warrants that each of the persons executing this Sublease on behalf of Subtenant is authorized to the date which do so, that Subtenant is thirty (30) days before the date any such sum shall be due a duly authorized and owing under existing corporation, that Subtenant has and is qualified to do business in California and, that Subtenant has full right and authority to enter into this Sublease; and v. Exhibit B and Exhibit C of the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. All (c) The proposed construction contract for the obligations contained construction work has been reviewed and approved by Landlord with a contractor reasonably approved by Landlord. (d) Before the commencement of any such construction work and to the extent required for any such project, Tenant shall obtain the approval thereof by all Governmental Agencies having or claiming jurisdiction of or over the applicable Facility, and with any public utility companies having an interest therein. In connection with any such construction work Tenant shall comply with all Legal Requirements and Applicable Laws, of all other Governmental Agencies having or claiming jurisdiction of or over the Leased Property and of all their respective departments, bureaus and offices, and with the requirements and regulations, if any, of such public utilities, of the insurance underwriting board or insurance inspection bureau having or claiming jurisdiction, or any other body exercising similar functions, and of all insurance companies then writing policies covering the Facility or any part thereof. (e) Tenant represents and warrants to Landlord that all such work will be performed in the Master Lease conferred a good and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor workmanlike manner and Sublessee substantially in accordance with the Sublessor's Percentage plans and specifications therefor approved by Landlord, the Sublessee's Percentageterms, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms provisions and conditions of this Agreement and all governmental requirements. (f) Landlord shall have the Master Lease right, at Tenant’s expense, to inspect any such work at all times during normal working hours using such inspector(s) as it may deem necessary so long as such inspections do not unreasonably interfere with respect to Tenant’s work (but Landlord shall not thereby assume any responsibility for the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform proper performance of the work in accordance with the terms and conditions of this Agreement, nor any liability arising from the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevailimproper performance thereof). B. Sublessee (g) All such work shall pay be performed free of any liens on Landlord’s fee simple interest and Tenant’s leasehold interest in the Leased Property. (h) Upon substantial completion of any such work, Tenant shall procure a certificate of occupancy or other final approvals, if applicable, from the appropriate Governmental Agencies and provide copies of same to SublessorLandlord. (i) Tenant shall, within ten (10) days after demand therefor by Sublessorand hereby agrees to, Sublessee's Percentage of indemnify and save and hold Landlord and its Affiliated Parties harmless from and against and reimburse Landlord for any and all sums loss, damage, cost, liability, fee and expense (except fixed annual rent payable under including, without limitation, reasonable attorney’s fees based upon service rendered at hourly rates) incurred by or asserted against Landlord which is occasioned by or results, directly or indirectly, from any such work conducted upon the Master Lease) due pursuant to Leased Property; whether or not the Master Lease. Sublessor same is caused by, or is the fault of Tenant or any agent, employee, manager, contractor, subcontractor, laborer, supplier, materialman or any other third party; but Tenant shall not demand such payment prior be obligated to the date which is thirty (30) days before the date indemnify Landlord from any such sum shall be due and owing under the Master Leaseloss as aforesaid caused by Landlord’s gross negligence or willful misconduct. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. All This Sublease must follow and is subject to the original lease agreement between the Sublessor and Landlord, a copy of which has been attached and is hereby referred to and incorporated as if it were set out here at length (“Master Lease”). The Sublessee agrees to assume all of the obligations contained and responsibilities of the Sublessor under the Master Lease for the duration of the Sublease. All disclosures and statements required by the state and listed in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall are made part of this Sublease and, when attached, will be borne by Sublessor and considered disclosed to the Sublessee in accordance with state and local laws. XIV. ADDITIONAL TERMS AND CONDITIONS. [ADDITIONAL TERMS & CONDITIONS] Sublessor’s Signature: Date: Print Name: Sublessee’s Signature: Date: Print Name: Landlord’s Consent I, the Sublessor's Percentage and Landlord, hereby give my consent to subletting the Sublessee's Percentage, respectively, except above-described Premises as modified and amended by set out in this Sublease. Landlord’s Signature: Date: Print Name: The New York sublease agreement is a legal contract that allows a tenant (“sublessor”) to rent (“sublease”) rental property to a new tenant (“sublessee”). With the landlord’s permission, and the sublessee makes regular payments to relieve some or all rights and privileges contained of the original tenant’s obligations under their original lease. The sublease agreement does not override the initial lease in any way, the sublease agreement will still require the initial tenant to pay the landlord, but they will be responsible for collecting the rental fee when it is due. If the utilities are still in the Master Lease conferred upon Sublessor (as Tenant therein)original tenant’s name, are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it same will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause have to be done any act which would or might cause to ensure that they are paid in a timely fashion as well. This is an option that some tenants choose when they need to move to another location. Instead of breaking the Master Leaselease and forfeiting the security deposit, or a sublease agreement can be an option that can be used that will not legally break the rights of Sublessor as terms that were agreed upon. Before a tenant under the Master Lease decides to be endangeredgo this route, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there it is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, important to make immediate demand upon Master Landlord to perform its obligations under sure that it is something that the Master Leaseproperty manager allows.

Master Lease. A. All 5.1 This Sublease and all of Sublessee's rights hereunder are and shall remain in all respects subject and subordinate to (i) all of the obligations contained in terms and provisions of the Master Lease, a copy of which (except for the rent and certain other financial provisions) has been delivered to Sublessee, (ii) any and all amendments of the Master Lease conferred or supplemental agreements relating thereto hereafter made between Landlord and imposed upon Sublessor (as Tenant therein) shall copies of which Sublessor agrees to deliver to Sublessee except for the rent and certain other financial provisions which may be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublesseeprovided, to the extent of however Sublessor shall not enter into any such amendments or supplemental agreements that shall (1) materially adversely affect Sublessee's Percentage. Sublessor covenants and agrees it will make payment rights hereunder, (2) increase Sublessee's obligations hereunder other than in an immaterial way, (3) decrease the size of the rentals reserved under Premises, or (4) shorten the Master Lease term hereof and (iii) any and all matters to which the tenancy of Sublessor, as and when due, will perform Sublessor's insurance obligations tenant under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of is or may be subordinate. Sublessee shall in no case have any rights under this Sublease greater than Sublessor's rights as tenant under the Master Lease Lease. The foregoing provisions shall be self-operative and no further instrument of subordination shall be necessary to effectuate such provisions unless required by Landlord, in which event Sublessee shall, upon demand by Landlord at any time and from time to time, execute, acknowledge and deliver and Landlord any and all instruments that Landlord may deem reasonably necessary or proper to confirm such subordination of this Sublease, and the rights of Sublessee hereunder. Sublessee hereby appoints Sublessor its attorney in fact, coupled with respect an interest, for the purpose of executing any such instrument of subordination if Sublessee shall fail to the execute, acknowledge and/or deliver any such instrument of subordination within ten (10) business days after Landlord's or Sublessor's Percentage. demand therefor. 5.2 Sublessee covenants and agrees to otherwise fully and faithfully perform acknowledges that in the terms and conditions event of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause a (i) termination of the Master Lease, or (ii) re-entry or dispossess by Landlord under the rights Master Lease, Landlord shall, take over all of the right, title and interest of Sublessor hereunder and Sublessee agrees that it shall, attorn to Landlord pursuant to the then executory provisions of this Sublease, except that Landlord shall not (i) be liable for any previous act or omission of Sublessor under this Sublease, (ii) be subject to any offset not expressly provided in this Sublease, which theretofore accrued to the Sublessee against Sublessor, or (iii) be bound by any previous modification of this Sublease (which is made without Landlord's consent) or by any previous prepayment of more than one month's rent. 5.3 Sublessee shall observe and perform for the benefit of Landlord and Sublessor, each and every term, covenant, condition and agreement of the Master Lease which Sublessor is required to observe or perform with respect to the Premises as tenant under the Master Lease to be endangeredLease, cancelled, terminated, forfeited or surrendered, or which would or might cause except for the covenants of Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between pay Landlord the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except "fixed annual rent payable under rent" (as such term is defined in the Master Lease) due pursuant to the Master Lease). Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.Except as otherwise specifically provided in

Master Lease. A. All the obligations contained in the Master Lease conferred Sublessee hereby agrees to observe and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and perform all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as duties and when due, will perform Sublessor's insurance obligations of Sublessor under the Master Lease, and shall be entitled to all of the rights and privileges of Sublessor as tenant under the Master Lease, insofar as they pertain to the Premises, except for such terms of the Master Lease which do not relate to the Premises or are inapplicable, inconsistent with or specifically modified by, the terms of this Sublease. Sublessee hereby agrees that this Agreement is and shall remain in all respects subject and subordinate to the Master Lease. Subject to the foregoing provisions, Sublessee will occupy the Premises in accordance with the provisions of the Master Lease as if Sublessee was the "Tenant" thereunder and will not do or suffer to be done any act which might result in a violation of or a default under any of the terms, conditions, covenants or agreements of the Master Lease or which might render Sublessor liable for any charge, cost or expense thereunder by reason thereof. Sublessee acknowledges that certain defaults by it under this Sublease may constitute a default by Sublessor under the Master Lease, and that Sublessee‘s liability to Sublessor shall include, but not be limited to, any damages or liabilities actually incurred by Sublessor to Master Landlord under the Master Lease by reason thereof. Notwithstanding the foregoing or anything to the contrary in this Sublease, Sublessee shall not liable for duplicative fees to both Sublessor and Master Landlord in connection with the foregoing or by reason of any provision of the Master Lease being incorporated by reference herein, provided that Sublessee has paid such fees to either the Master Landlord or the Sublessor, as the case may be. B. To the extent there are inconsistencies between any provision of the Master Lease and any provision of this Sublease, this Sublease shall control. Sublessee shall be entitled to the rights of Sublessor, as tenant under the Master Lease, insofar as the same relate to the Premises. Sublessor shall promptly forward to Master Landlord any requests or other communications made by Sublessee related to the performance by Master Landlord of any of its obligations under the Master Lease and shall promptly forward to the Sublessee any communication received from the Master Landlord related to the Premises. C. Notwithstanding anything to the contrary contained in this Sublease or the Master Lease: (i) for the purposes of incorporation of the Master Lease by reference in this Sublease, except as otherwise fully expressly provided herein, and faithfully except to the extent that they are inapplicable or modified by the terms and provisions of this Sublease (a) references in the Master Lease to the "Premises" or the "Demised Premises" shall be deemed to refer to the Premises, (b) references in the Master Lease to "Landlord" shall be deemed to refer to Sublessor under this Sublease, (c) references in the Master Lease to "Tenant" shall be deemed to refer to Sublessee under this Sublease, (d) references in the Master Lease to "this Lease" shall be deemed to refer to this Sublease, (e) references in the Master Lease to the ‘Term" of the Master Lease shall be deemed to refer to the Term of this Sublease and (f) references in the Master Lease to the "Expiration Date" of the Master Lease shall be deemed to refer to the Expiration Date of this Sublease; (ii) the Basic Rent and Additional Rent to be paid by Sublessee hereunder shall be governed by the terms and provisions of Articles 3 and 4 of this Sublease; (iii) to the extent that the corresponding provision in this Sublease is more constricting upon Sublessee, the time limits contained in the Master Lease for the giving of notices, making of demands or performing of any act, condition or covenant on the part of the tenant thereunder, or for the exercise by the tenant thereunder of any right, remedy or option, are changed for the purposes of incorporation herein by reference by shortening the same in each instance by two (2) days, so that in each instance Sublessee shall have two (2) days less time to observe or perform hereunder than Sublessor has as the tenant under the Master Lease (but in no event shall Sublessee have less than one (1) day); (iv) it is expressly understood and agreed by the parties that, subject to the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. this Sublease, Sublessee covenants and agrees to otherwise fully and faithfully perform abide by the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor that Sublessee shall do or cause be entitled to be done any act which would or might cause all of the Master Lease, or the rights of Sublessor as tenant benefits under the Master Lease as they relate to be endangeredthe Premises; provided, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Subleasehowever, that if there is any conflict between the following parts, provisions and exhibits of the Master Lease are not applicable to this Sublease, and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited are not incorporated herein by the Master Lease then the provisions of the Master Lease shall prevailreference: Sections 1.1-1.4; Sections 1.5(B) and (C); Section 1.6; Article 6; Section 7.1(C); Section 13.10; Section 17.6(B)(3)(b); Articles 24, 28 and 29; Section 32.4(C); Section 32.19; and Exhibit 6.2. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. All (a) Subtenant takes possession of the obligations Subleased Premises, and enters into this Sublease, subject and subordinate to all of the terms, covenants, conditions, and restrictions of the Master Lease. Neither Sublandlord nor Subtenant shall by act or omission cause a breach of any of the terms, covenants, conditions, and restrictions contained in the Master Lease. Sublandlord shall not agree to, or take any actions giving rise to, any amendment, modification or termination of the Master Lease, waive any provisions under the Master Lease conferred or make any elections, exercise any right or remedy or give any consent or approval under the Master Lease that materially adversely impacts the rights and imposed upon Sublessor obligations of Subtenant hereunder or Sublandlord’s use of the Subleased Premises without Subtenant’s prior written consent. Except to the extent expressly incorporated by reference in this Sublease, none of the terms, covenants, conditions and restrictions of the Master Lease are incorporated herein to define the agreement as between Sublandlord and Subtenant. With respect to any obligation of Subtenant to be performed under this Sublease, wherever the Master Lease grants to Sublandlord a specified number of days after notice or other time condition to perform its corresponding obligation under the Master Lease (excluding the payment of Rent), Subtenant shall have two (2) fewer days to perform the obligation, including without limitation curing any defaults. Any default notice or other notice of any obligations (including any billing or invoice for any Rent or any other expense or charge due under the Master Lease) from Master Landlord which is received by Subtenant (whether directly or as Tenant thereina result of being forwarded by Sublandlord) shall constitute such notice from Sublandlord to Subtenant under this Sublease without the need for any additional notice from Sublandlord. (b) Sublandlord shall not be borne deemed to have made any representation made by Sublessor and Sublessee Master Landlord in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectivelyMaster Lease. Moreover, except as modified and amended by this Subleaseotherwise provided herein to the contrary, and all rights and privileges contained Sublandlord shall not be obligated: (i) to provide any of the services or utilities that Master Landlord has agreed in the Master Lease conferred upon Sublessor to provide; (as Tenant therein), are hereby conferred and imposed upon Sublessee, ii) to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment any of the rentals reserved under repairs or restorations that Master Landlord has agreed in the Master Lease as and when due, will perform Sublessor's insurance obligations under to make; or (iii) to comply with any Laws or requirements of public authorities with which Master Landlord has agreed in the Master LeaseLease to comply; (all the foregoing being herein called the “Building Services”); and Sublandlord shall have no liability to Subtenant on account of any failure of Master Landlord to do so, and will otherwise fully and faithfully or on account of any failure by Master Landlord to observe or perform any of the terms and terms, covenants or conditions of the Master Lease required to be observed or performed by Master Landlord; provided Sublandlord agrees to use commercially reasonable efforts to enforce Master Landlord’s obligations under the Master Lease on Subtenant’s behalf. (c) Notwithstanding the foregoing, Sublandlord grants to Subtenant the right to receive all of the services and benefits with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part Subleased Premises that are to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause provided by Master Landlord under the Master Lease. (d) If (i) Subtenant shall fail to perform any of its obligations hereunder and such failure shall continue beyond any cure period provided for herein, or the rights (ii) Master Landlord shall give any notice of Sublessor as tenant failure or default under the Master Lease arising out of any failure by Subtenant to be endangeredperform any of its obligations hereunder then, cancelledin either case, terminatedSublandlord shall have the right (but not the obligation) to perform or endeavor to perform such obligation, forfeited or surrenderedat Subtenant’s expense, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee shall pay to SublessorSubtenant shall, within ten (10) days after demand therefor of Sublandlord’s demands from time to time, reimburse Sublandlord for all costs and expenses incurred by SublessorSublandlord in doing so as Rent. (e) Subtenant shall promptly execute, Sublessee's Percentage acknowledge and deliver to Sublandlord, any certificate or other document evidencing the status of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant Sublease or subordination of this Sublease to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due , that Sublandlord or Master Landlord may reasonably request, in accordance with Sections 23 and owing under 27 of the Master Lease. C. Notwithstanding anything , which are incorporated herein by this reference (provided, however, the terms “Tenant” and “Subtenant” shall be deemed to mean “Subtenant” and the contrary herein contained“Subleased Premises”, Sublessor respectively. This Sublease shall have no duty itself not be subordinate to perform any obligations of liens or encumbrances placed on the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance Premises by Master Landlord, Sublessor agrees, upon notice from Sublessee, Sublandlord unless Subtenant receives a nondisturbance agreement reasonably satisfactory to make immediate demand upon Master Landlord to perform its obligations under the Master LeaseSubtenant.

Master Lease. A. All The provisions of the Master Lease are, except as otherwise herein specifically provided, hereby incorporated into this Sublease with the same effect as if entirely rewritten herein, and shall fix the rights and obligations contained of the parties hereto with respect to the Sublease Premises with the same effect as if Sublandlord and Subtenant were "Landlord" and "Tenant", respectively, named in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with Lease. Subtenant hereby covenants to perform the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment undertakings of the rentals reserved Sublandlord as "Tenant" under the Master Lease as and when due, will perform Sublessor's insurance obligations under to the Master Leaseextent the same are applicable to the Sublease Premises during the Sublease Term, and will otherwise fully and faithfully perform agrees not to do or permit to be done any act which shall result in a violation of any of the terms and conditions of the Master Lease with respect Lease. Notwithstanding the foregoing, Sublandlord shall, to the Sublessor's Percentage. Sublessee extent applicable, continue to perform the covenants and undertakings of Sublandlord as "Tenant" under the Master Lease which are not otherwise required to be performed by Subtenant hereunder. In the event Sublandlord fails to perform any such covenants or undertakings, and such failure constitutes a default under the Master Lease, Subtenant shall have the right, but not the obligation, after the expiration of Sublandlord's notice and cure periods under the Master Lease, to perform same on behalf of Sublandlord, at Subtenant's sole cost and expense. Subtenant agrees to otherwise fully indemnify and faithfully perform the terms save Sublandlord harmless from and conditions against any and all loss, cost, expense and liability arising out of or relating to any violation or breach of, or default under, any provision of the Master Lease caused by any act or omission of Subtenant. Except as otherwise specifically provided herein, Subtenant is to have the benefit of the covenants and undertakings of Master Landlord as "Landlord" in the Master Lease to the extent the same are applicable to the Sublease on Premises during the Sublease Term. It is expressly understood and agreed, however, that Sublandlord is not in the position to render any of the services or to perform any of the obligations required of Sublandlord by the terms of this Sublease which are the responsibility of Master Landlord, and that performance by Sublandlord of such obligations hereunder are conditioned upon due performance by Master Landlord of its part corresponding obligations under the Master Lease. It is further understood and agreed, therefore, that notwithstanding anything to the contrary contained in this Sublease, Sublandlord shall not be performed. Neither in default under this Sublease for failure to render such services or perform such obligations required of Sublandlord by the Sublessor nor Sublessee shall do or cause to be done any act terms of this Sublease which would or might cause are the responsibility of the Master Landlord as "Landlord" under the Master Lease, or but Sublandlord agrees to use commercially reasonable efforts to insure that Master Landlord performs said obligations. The term "commercially reasonable efforts" shall not include legal action against Master Landlord for its failure to so perform unless Subtenant agrees to pay any and all costs and expenses in connection therewith. The parties agree that the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the following provisions of the Master Lease (and any references contained therein relating to such provisions) shall not be applicable to this Sublease which would permit Sublessee Sublease: Section 19 (captioned "Security Deposit"); Section 39, Addendum #2 (captioned "Option to do or cause to be done any act which is prohibited by Extend, Addendum #3 (captioned "Right of First Offer") and Addendum #4 (captioned "Satellite Dish"); and Exhibit C (captioned "Office Lease Improvement Agreement"). In addition, Section 20 of the Master Lease then (captioned "Limitation of Tenant's Remedies") is hereby amended by deleting from the first sentence thereof the language "Tenant agrees to look solely to Landlord's interest in the Project for the recovery of any amount from Landlord, and shall not look to other assets of Landlord nor" and by inserting in lieu thereof the language "Tenant shall not". The remaining provisions of the Master Lease shall prevail. B. Sublessee shall pay to Sublessorshall, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage for the purposes of any this Sublease and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Leaseextent that same are applicable, remain in full force and effect as between Sublandlord and Subtenant as provided in this Paragraph, except as said provisions have been otherwise amended or modified by this Sublease. Sublessor shall not demand such payment prior to Should there be any conflict between the date which is thirty (30) days before terms of this Sublease as specifically set forth herein and the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations terms of the Master LandlordLease which are incorporated herein by reference, nor shall such default the terms of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Leaseshall control.

Master Lease. A. All The provisions of the Master Lease are, except as otherwise herein specifically provided, hereby incorporated into this Sublease with the same effect as if entirely rewritten herein, and shall fix the rights and obligations contained of the parties hereto with respect to the Sublease Premises with the same effect as if Sublessor and Sublessee were "Landlord" and "Tenant", respectively, named in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Lease. Sublessee in accordance with hereby covenants to perform the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment undertakings of the rentals reserved Sublessor as "Tenant" under the Master Lease as and when due, will perform Sublessor's insurance obligations under to the Master Leaseextent the same are applicable to the Sublease Premises during the Sublease Term, and will otherwise fully and faithfully perform agrees not to do or permit to be done any act which shall result in a violation of any of the terms and conditions of the Master Lease with respect to the Sublessor's PercentageLease. Sublessee covenants and agrees to otherwise fully indemnify and faithfully perform the terms save Sublessor harmless from and conditions against any and all loss, cost, expense and liability arising out of or relating to any violation or breach of, or default under, any provision of the Master Lease caused by any act or omission of Sublessee. Except as otherwise specifically provided herein, Sublessee is to have the benefit of the covenants and undertakings of Master Landlord as "Landlord" in the Master Lease to the extent the same are applicable to the Sublease on Premises during the Sublease Term. It is expressly understood and agreed, however, that Sublessor is not in the position to render any of the services or to perform any of the obligations required of Sublessor by the terms of this Sublease, and that performance by Sublessor of its part obligations hereunder are conditioned upon due performance by Master Landlord of its corresponding obligations under the Master Lease. It is further understood and agreed, therefore, that notwithstanding anything to the contrary contained in this Sublease, Sublessor shall not be performed. Neither in default under this Sublease for failure to render such services or perform such obligations required of Sublessor by the Sublessor nor Sublessee shall do or cause to be done any act terms of this Sublease which would or might cause are the responsibility of the Master Landlord as "Landlord" under the Master Lease, or the rights of but Sublessor as tenant under the agrees to use commercially reasonable efforts to insure that Master Lease Landlord performs said obligations. The term "commercially reasonable efforts" shall not include legal action against Master Landlord for its failure to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor so perform unless Sublessee agrees to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage its pro rata share of any and all sums (except fixed annual rent payable under the Master Lease) due costs and expenses in connection therewith. Sublessee shall have no right with respect to any right of first negotiation, abatement of rent, options to extend, early termination rights, payment of moving allowances or parking validation booklets otherwise granted or provided to Sublessor pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations The remaining provisions of the Master LandlordLease shall, nor shall such default for the purposes of this Sublease and to the extent that same are applicable, remain in full force and effect as between Sublessor and Sublessee as provided in this Paragraph, except as said provisions have been otherwise amended or modified by this Sublease. Should there be any conflict between the terms of this Sublease as specifically set forth herein and the terms of the Master Landlord affect Lease which are incorporated herein by reference, the terms of this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Leaseshall control.

Master Lease. A. All 7.1 Sublessor is the obligations contained in lessee of the Premises by virtue of a lease, hereinafter the "Master Lease", a copy of which is attached hereto marked Exhibit 1, wherein ▇▇▇▇▇▇▇▇▇ Associates is the lessor, hereinafter the "Master Lessor". 7.2 This Sublease is and shall be at all times subject and subordinate to the Master Lease conferred Lease. 7.3 The terms, conditions and imposed upon Sublessor (as Tenant therein) shall be borne by respective obligations of Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by to each other under this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform Sublease shall be the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable except for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the those provisions of the Master Lease and which are directly contradicted by this Sublease in which would permit Sublessee to do or cause to be done any act which is prohibited by event the terms of this Sublease document shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease then the provisions word "Lessor" is used it shall be deemed to mean the Sublessor herein and wherever in the Master Lease the word "Lessee" is used it shall be deemed to mean the Sublessee herein. 7.4 During the term of this Sublease and for all periods subsequent for obligations which have arisen prior to the termination of this Sublease, Sublessee does hereby expressly assume and agree to perform and comply with, for the benefit of Sublessor and Master Lessor, each and every obligation of Sublessor under the Master Lease except for the following paragraphs which are excluded therefrom: 7.5 The obligations that Sublessee has assumed under Paragraph 7.4 hereof are hereinafter referred to as the "Sublessee's Assumed Obligations". The obligations that Sublessee has not assumed under Paragraph 7.4 hereof are hereinafter referred to as the "Sublessor's Remaining Obligations". 7.6 Sublessee shall hold Sublessor free and harmless from all liability, judgments, costs, damages, claims or demands, including reasonable attorneys fees, arising out of Sublessee's failure to comply with or perform Sublessee's Assumed Obligations. 7.7 Sublessor agrees to maintain the Master Lease during the entire term of this Sublease, subject, however, to any earlier termination of the Master Lease shall prevailwithout the fault of the Sublessor, and to comply with or perform Sublessor's Remaining Obligations and to hold Sublessee free and harmless from all liability, judgments, costs, damages, claims or demands arising out of Sublessor's failure to comply with or perform Sublessor's Remaining Obligations. B. 7.8 Sublessor represents to Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage that the Master Lease is in full force and effect and that no default exists on the part of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant Party to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. All Lessee acknowledges that Lessor, as tenant, is currently leasing the obligations contained in the Premises from RVOP I LP, as landlord ("Master Landlord"), pursuant to an Agreement of Lease conferred and imposed upon Sublessor (dated December 22, 2003 as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Subleasea First Amendment to Lease Agreement dated August 11, 2015 between Liberty Property Limited Partnership, predecessor in interest to landlord ("Original Master Landlord"), and all rights and privileges contained in Lessor, as tenant, as assigned by Original Master Landlord to Master Landlord pursuant to an assignment dated December 3, 2015 (hereinafter collectively, the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the "Master Lease, "). Lessor and will otherwise fully Lessee acknowledge that the terms and faithfully perform conditions of this Lease are under and subject to the terms and conditions of the Master Lease Lease, and Lessee agrees to be bound by all of the non-monetary obligations of the Master Lease. Lessee shall have no monetary obligations with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or however, except as may be specifically set forth herein. This Lease is conditioned on Master Landlord's consent hereto. Lessor agrees to use commercially reasonable efforts to obtain Master Landlord's written consent to this Lease in the rights of Sublessor form attached hereto as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee shall pay to Sublessor, Exhibit "C" within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Execution Date (such consent, in the form attached hereto as Exhibit "C", the "Master Landlord, nor shall such default of Landlord Consent"). If Lessor is unable to obtain the Master Landlord affect Consent within thirty (30) days of the Execution Date then (i) this Sublease or waive or defer Lease shall automatically terminate and be of no further force and effect, (ii) the performance of any of Sublessee' s obligations hereunder; providedDeposit shall be immediately refunded by Lessor to Lessee, nevertheless, that (iii) the amount on deposit in the event Escrow Deposit shall be distributed by Lessee to Lessor and Lessee in accordance with the provisions of this Agreement, and (iv) upon such refund and distribution, neither party shall have any such default further rights or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master this Lease.

Master Lease. A. All (a) Sub-Subtenant takes possession of the obligations Sub-Subleased Premises, and enters into this Sub-Sublease, subject and subordinate to all of the terms, covenants, conditions, and restrictions of the Sublease and the Master Lease, except as otherwise expressly provided for herein. Sub- Subtenant’s use of those Common Areas located in the 269 Building or otherwise subject to the 269 Sublease and the 269 Master Lease shall be subject and subordinate to all of the terms, covenants, conditions and restriction of the 269 Sublease and the 269 Master Lease. Neither Sub- Sublandlord nor Sub-Subtenant shall by act or omission cause a breach of any of the terms, covenants, conditions, and restrictions contained in the Master Lease conferred or the Sublease. Sub- Sublandlord shall not modify or amend the Master Lease or the Sublease in a manner that would either: (i) change the Sub-Sublease Term, Base Rent or other economic terms or Permitted Use set forth in this Sub-Sublease, (ii) modify the events of default pursuant to this Sub-Sublease, or (iii) have an adverse impact on Sub-Subtenant’s use of or operations at the Sub-Subleased Premises or increase Sub-Subtenant’s obligations under this Sub-Sublease without Sub-Subtenant’s prior written consent. With respect to any obligation of Sub-Subtenant to be performed under this Sub- Sublease, wherever the Master Lease grants to Sub-Sublandlord a specified number of days after notice or other time condition to perform its corresponding obligation under the Master Lease (excluding the payment of Rent), Sub-Subtenant shall have one-third fewer days (rounded to the nearest whole day) to perform the obligation (by way of example only, Sub-Subtenant shall have 10 fewer days to perform an obligation to be performed in 30 days, and imposed upon Sublessor shall have 2 fewer days to perform an obligation to be performed in 5 days), including without limitation curing any defaults. Any default notice or other notice of any obligations (including any billing or invoice for any Rent or any other expense or charge due under the Master Lease) from Master Landlord which is received by Sub-Subtenant (whether directly or as Tenant thereina result of being forwarded by Sublandlord or Sub-Sublandlord) shall be borne by Sublessor and Sublessee in accordance with constitute such notice from Sub-Sublandlord to Sub-Subtenant under this Sub-Sublease without the Sublessor's Percentage and the Sublessee's Percentage, respectively, except need for any additional notice from Sub-Sublandlord. (b) Except as modified and amended by this Sub-Sublease, including, without limitation, the provisions of the Master Lease excluded below in this Section 16(b), it is expressly understood, acknowledged and agreed by Sub-Subtenant that all rights of the other terms, conditions and privileges contained covenants of this Sub-Sublease shall be those stated in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent applicable to the Sub- Sublease Premises and first arising or accruing during the Sub-Sublease Term. Sub-Subtenant shall be subject to, bound by and comply with all of Sublessee's Percentage. Sublessor covenants said Articles and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions Sections of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants Sub-Subleased Premises and agrees to otherwise fully and faithfully perform the shall satisfy all applicable terms and conditions of the Master Lease for the benefit of Sub-Sublandlord, Sublandlord and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master LeaseLandlord, or the rights of Sublessor as tenant under it being understood and agreed that wherever in the Master Lease to be endangeredthe word “Tenant” appears, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing the purposes of this Sub-Sublease, that if there is the word “Sub-Subtenant” shall be substituted, wherever the word “Landlord” appears, for the purposes of this Sub-Sublease, the word “Sub-Sublandlord” shall be substituted and wherever the word “Premises” appears, for the purposes of this Sub-Sublease, the word “Sub-Subleased Premises” shall be substituted. In the event of any conflict between this Sub-Sublease, on the one hand, and the Master Lease or the Sublease, on the other hand, the terms of this Sub-Sublease shall control as between Sub-Sublandlord and Sub-Subtenant. Whenever the provisions of the Master Lease incorporated as provisions of this Sub-Sublease require the written consent of Master Landlord, said provisions shall be construed to require the written consent of Master Landlord, Sublandlord and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then Sub-Sublandlord. Wherever the provisions of the Master Lease shall prevail. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage incorporated as provisions of any and all sums (except fixed annual rent payable under this Sub-Sublease require the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations indemnification of the Master Landlord, nor said provisions shall such default be construed to require the indemnification of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.Sublandlord

Master Lease. A. All a. Sublease is Subordinate to Master Lease. This Sublease is subject and subordinate to the obligations contained in Master Lease. Sublessee shall not commit or permit to be committed on the Sublease Premises any act or omission which shall violate any terms or condition of the Master Lease. If the Master Lease conferred and imposed upon terminates, this Sublease shall terminate. Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the have no liability to Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in if the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent terminates without fault of Sublessee's PercentageSublessor. Sublessor covenants hereby represents and agrees it will make payment warrants to Sublessee that (i) Sublessor knows of no claims or defenses or circumstances which, with the rentals reserved under the passage of time, would lead to claims or defenses by Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Lessor against Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing Lease; (ii) this Sublease, that if there is consented to by Master Lessor as provided for herein, does not violate any conflict between the provisions provision of the Master Lease Lease, and (iii) no provision of this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions in violation of the Master Lease shall prevail. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage terms of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor hereby covenants and agrees that, without the prior written consent of Sublessee, which consent shall not demand such payment prior to the date which is thirty be unreasonably withheld or delayed, Sublessor shall not (30i) days before the date any such sum shall be due and owing under terminate the Master Lease. C. Notwithstanding anything to , (ii) amend or otherwise modify the contrary herein contained, Sublessor shall have no duty itself to perform any obligations terms of the Master LandlordLease, nor shall unless such default modification would apply only to a matter that would take effect only after the Expiration Date (or earlier termination of this Sublease), or (iii) willfully breach the terms of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Lease. Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord hereby agrees to perform its obligations as tenant under the Master LeaseLease if and to the extent those obligations are not assumed by Sublessee pursuant to the terms of this Sublease.

Master Lease. A. All the obligations contained in Sublessee acknowledges and agrees that Sublessor has provided Sublessee with a copy of the Master Lease conferred and imposed upon Sublessor (inclusive of all amendments as Tenant therein) shall be borne by more particularly described in the recitals hereof. With knowledge of the content of the Master Lease, Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, hereby agree that: a. This Sublease and all rights of Sublessee hereunder and privileges contained in with respect to the Subleased Premises are subject and subordinate to the terms, conditions and provisions of the Master Lease conferred upon Sublessor (as Tenant therein)subject, are hereby conferred and imposed upon Sublesseehowever, to the extent terms and conditions of Sublessee's Percentageany Recognition Agreement (as defined in Paragraph 14 below). Sublessor covenants As to the Subleased Premises only, Sublessee hereby assumes and agrees it will make payment agrees, jointly and severally with Sublessor, to perform faithfully and be bound by all of the rentals reserved under the Master Lease as Sublessor’s obligations, covenants, restrictions and when due, will perform Sublessor's insurance obligations agreements under the Master Lease, except that as between Sublessor and will Sublessee, Sublessee shall not be liable or responsible for any monetary obligations under the Master Lease including, without limitation, Rent, Operating Expenses, Real Estate Taxes and Code Costs, which Sublessor hereby agrees shall be solely the liability and responsibility of Sublessor and with respect to which Sublessor hereby indemnifies Sublessee. b. Without limiting the foregoing: i. Sublessee shall not make any material changes, alterations or additions in or to the Subleased Premises without first obtaining Sublessor’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed; provided, however, Sublessee shall not be required to obtain Sublessor’s consent in any circumstance under which Sublessor is not required under Article 9 of the Master Lease to obtain the Master Landlord’s consent therefor. ii. If Sublessee desires to take any other action, which, if such action were taken by Sublessor would require Master Landlord’s consent under the Master Lease, Sublessee shall not take such action without first obtaining the written consent of Master Landlord; provided, however, if the Master Landlord refuses to acknowledge Sublessee’s request for consent due to lack of privity or otherwise, Sublessor shall make the request, in form and substance approved by Sublessee, for Master Landlord’s consent pursuant to the Master Lease for and on behalf of Sublessee. iii. Rights of the Master Landlord, its agents and representatives under the Master Lease to enter the Leased Premises shall inure to the benefit of Sublessor, its agents and representatives, with respect to the Subleased Premises if and to the extent such entry by Sublessor is reasonably necessary to facilitate the entry by Master Landlord under the Master Lease and provided that Sublessor shall have given Sublessee comparable notice of such entry under this Sublease as the Master Landlord is required to give Sublessor under the Master Lease. iv. Sublessee shall maintain insurance of the kinds and in the amounts required to be maintained by Sublessor under the Master Lease, except that all policies of liability insurance shall name as additional insureds both the Master Landlord and the Sublessor. v. Sublessee shall not intentionally or negligently take any action or fail to take any action that is reasonably likely to cause an Event of Default under the Master Lease or that would cause the Master Lease to be cancelled or terminated. c. Notwithstanding anything contained herein or in the Master Lease to the contrary, Sublessor and Sublessee hereby agree as follows: i. Except as otherwise fully expressly set forth herein, Sublessee shall not assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of Sublessee’s interest in this Sublease, by operation of law or otherwise, or permit the use of the Subleased Premises or any part thereof by any person other than Sublessee, its officers, directors, partners, employees or agents, or further sublet the Subleased Premises or any part thereof, without the prior written consent of Sublessor, which shall not be unreasonably withheld, conditioned or delayed, and faithfully perform if and to the terms extent required under the Master Lease, the prior written consent of Master Landlord. For the purposes hereof, Sublessor and conditions Sublessee acknowledge and agree that as to Sublessor’s consent right under this Paragraph 8(c)(i), it shall constitute reasonable grounds to deny consent to an assignment or further sublease if the proposed assignee or sub-subtenant (together with any guarantor) is not, in Sublessor’s reasonable judgment, financially capable of paying the Rent hereunder. Notwithstanding the foregoing, in the event Sublessee is a publicly traded company, the public trading of Sublessee’s shares (including pink sheets and counter trading) shall not be deemed a transfer under this Sublease. In addition to and not in limitation of the foregoing, Sublessee shall have the right from time to time, without the consent of Sublessor to assign Sublessee’s interest in this Sublease and/or to sublet or license all or any portion of the Subleased Premises: (i) to an affiliate (as defined in Section 17.1.1 of the Master Lease) of Sublessee; (ii) to any entity which purchases all or substantially all of the assets of Sublessee; (iii) in conjunction with any merger, acquisition, consolidation or public offering of stock or other interests involving Sublessee; and/or (v) as may be required by any law. If Sublessor shall give its consent under this Paragraph 8(c)(i), Sublessee shall, in consideration therefor, pay to Sublessor one hundred percent (100%) of all sums and other consideration actually paid to Sublessee by the assignee or sub-subtenant for or by reason of such assignment or sub-subletting as such sums exceed any amounts payable by Sublessee to Sublessor hereunder. ii. Rent shall not ▇▇▇▇▇ by reason of any damage to or destruction of the Subleased Premises, the Leased Premises or the Building or any part thereof, unless, and then only with respect to the same period of time that, rental and such other payments are actually abated under the Master Lease with respect to the Sublessor's PercentageSubleased Premises on account of such damage or destruction. iii. Sublessee covenants shall not have any right to any portion of the proceeds of any award for a condemnation or other taking, or a conveyance in lieu thereof, of all or any portion of the Building, the Leased Premises or the Subleased Premises; provided, however, that Sublessee shall have the right to file any separate claim available to Sublessee for any taking of Sublessee’s personal property and agrees fixtures belonging to otherwise fully Sublessee and faithfully perform removable by Sublessee on expiration of the terms Term (excluding Sublessor’s Work), and conditions for moving expenses and/or relocation costs, so long as any such claim does not diminish the award available to Sublessor and/or Master Landlord and so long as any such claim is payable separately to Sublessee. iv. Sublessee shall not benefit from (i) any rent concessions or abatements, (ii) any construction allowances, (iii) any right to renew or extend the term of the Master Lease and the Sublease on its part Lease, (iv) any right to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause terminate the Master Lease, or the rights (v) any right of Sublessor as tenant first refusal or first offer under the Master Lease to be endangeredLease; provided, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Subleasehowever, that the foregoing shall not diminish any similar right inuring to Sublessee if there is any conflict between the provisions expressly set forth herein. v. All of the Master Lease terms, covenants, conditions and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee shall pay be and hereby are incorporated into the Sublease as if fully set forth herein, except to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage the extent otherwise expressly provided to the contrary or to the extent of any a conflict between this Sublease and all sums (except fixed annual rent payable under the Master Lease) due pursuant , in which event the terms, covenants, conditions and provisions of the Sublease shall control. vi. Subject to any Recognition Agreement, the Term of this Sublease shall terminate, without liability of Sublessor to Sublessee, if the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under Landlord terminates the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. (a) All the rights and obligations of TFS contained in the Master Lease as they relate to the Sublet Premises are hereby conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectivelyBrillian, except as expressly modified and amended by this Sublease. The rights of TFS in Sections 9, 15, 16, 17, 24(g), and all rights and privileges contained in 24(l) of the Master Lease are expressly not conferred upon Sublessor (as Tenant thereinBrillian and Brillian expressly acknowledges that it shall not be entitled to any of the rights of TFS in Sections 9, 15, 16, 17, 24(g), are hereby conferred and imposed upon Sublessee, to 24(l) of the extent of Sublessee's PercentageMaster Lease. Sublessor Brillian covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully to perform the terms and conditions of the Master Lease with respect as they relate to the Sublessor's Percentage. Sublessee covenants Sublet Premises and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the this Sublease on its part to be performed, including, but not limited to, all maintenance and repair obligations and all compliance with law obligations. Neither the Sublessor nor Sublessee Brillian shall not do or cause to be done or suffer or permit any act which to be done that would or might cause the Master Lease, or the rights of Sublessor TFS as tenant under the Master Lease Lease, to be endangered, cancelledcanceled, terminated, forfeited forfeited, or surrendered, or which that would or might cause Sublessor TFS to be in default thereunder or liable for any damage, claim claim, or penalty. Sublessee Brillian agrees, as an express inducement for Sublessor TFS's executing this Sublease, that if there is any conflict between the provisions of this Sublease and the provisions of the Master Lease and this Sublease which that would permit Sublessee Brillian to do or cause to be done or suffer or permit any act which or thing to be done that is prohibited by the Master Lease Lease, then the provisions of the Master Lease shall prevail. B. Sublessee shall pay to Sublessor. All rights, within ten (10) days after demand therefor by Sublessorremedies, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant indemnifications given to the Master LeaseLandlord in the Master Lease are hereby given to TFS under this Sublease. (b) If any event occurs that would permit TFS to terminate the Master Lease as it relates to the Sublet Premises, Brillian shall notify TFS of such occurrence and of its recommendations immediately with regard to such termination rights. Sublessor TFS shall decide in its reasonable discretion whether or not demand to terminate the Master Lease and shall give Brillian written notice of such payment prior decision. If TFS elects to terminate the Master Lease as it relates to the Sublet Premises, this Sublease shall terminate on the earlier of the date of termination of the Master Lease or the date which is thirty (30) days before after Brillian's receipt of such written notice from TFS. In the date any event that TFS elects to terminate the Master Lease prior to providing notice to the Master Landlord, TFS must provide prior written notice to Brillian of its intent to terminate this Sublease, and within five (5) days after the receipt of such sum notice from TFS, Brillian may notify TFS in writing that it intends to continue possession of the Sublet Premises under the terms and conditions of this Sublease, in which case, TFS shall be due and owing not exercise its right of termination under the Master LeaseLease as it relates to the Sublet Premises. In addition, TFS agrees that it shall not exercise its one-time cancellation option granted under the Second Amendment to Lease as it relates to the Sublet Premises without the prior written consent of Brillian. C. Notwithstanding anything to the contrary herein contained, Sublessor (c) TFS shall have no duty itself to perform any obligations of or provide any services to be provided by the Master LandlordLandlord and shall under no circumstances be responsible or liable to Brillian for any default, failure, or delay on the part of the Master Landlord in the performance of any obligations under the Master Lease, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s Brillian's obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor TFS agrees, upon notice from SublesseeBrillian, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease and to otherwise cooperate reasonably with Brillian as Brillian may reasonably request, in enforcing the remedies provided in the Master Lease.

Master Lease. A. All (a) Sublessee acknowledges that it has read the obligations contained in attached copy of the Master Lease conferred and imposed upon Sublessor (as Tenant therein) agrees that this Sublease shall be borne by Sublessor subject and Sublessee subordinate to the provisions thereof. Except as otherwise expressly provided to the contrary in accordance with this Sublease or except to the Sublessor's Percentage and extent the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in provisions of the Master Lease are inconsistent herewith or otherwise inapplicable (i) all of the rights and obligations conferred upon Sublessor or imposed by the Master Lease on the "Lessee" thereunder (as Tenant therein), to the extent the same relate to the Premises) are hereby conferred and imposed upon Sublessee, Sublessee and all of the rights conferred by the Master Lease upon the "Lessor" thereunder (to the extent of Sublessee's Percentage. the same relate to the Premises) are hereby conferred on Sublessor covenants and agrees it will make payment (ii) the provisions of the rentals reserved Master Lease applicable to the Premises are hereby incorporated herein by reference as if Sublessor were the "Lessor" and Sublessee were the "Lessee" thereunder; provided, however that the time limits contained in the Master Lease for the giving of notices, making of demands, or performing of any act, condition or covenant on the part of Sublessee as "Lessee" under the Master Lease are shortened for the purposes of incorporation herein so that in each instance Sublessee shall have two (2) business days less time to observe or perform under this Sublease than Sublessor has as and when due, will perform Sublessor's insurance obligations tenant under the Master Lease, and will otherwise fully and faithfully perform for the terms and conditions of exercise by Sublessor as "Lessor" under the Master Lease of any right, remedy or option are lengthened so that in each instance Sublessor shall have two (2) business days more time to observe or perform under this Sublease than the Master Lessor has as landlord under the Master Lease. (b) Except as otherwise expressly provided herein, during the Term and for all subsequent periods with respect to obligations arising prior to the termination of this Sublease, Sublessee shall comply with and perform, for the benefit of Master Lessor and Sublessor's Percentage. Sublessee covenants , all of the terms, covenants, conditions and agrees to otherwise fully and faithfully perform obligations of the terms and conditions of "Lessee" under the Master Lease and allocable or applicable to the Sublease on its part to be performedPremises. Neither the Sublessor nor Sublessee shall do not do, permit or cause to suffer any act, occurrence or omission which if done, permitted or suffered by Sublessor would be done any act which would (with notice, the passage of time or might cause both) in violation of or a default by the Lessee under the Master Lease, or could lead in any respect to the rights termination of Sublessor as tenant under the Master Lease Lease. If Sublessee shall default or fail to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for perform any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing of its obligations under this Sublease, that if there is any conflict between the provisions of the Master Lease other than its obligation to pay Base Rent and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee shall pay additional rent and all other charges provided for herein to Sublessor, Sublessor, without being under any obligation to do so and without thereby waiving such default, may remedy such default or failure for the account, and at the expense, of Sublessee, without notice in the case of emergency and, in all other cases, after such default or failure continues for five (5) days following the date Sublessor delivers written notice to Sublessee of its intention to remedy such default or failure, and all costs and expenses expended or incurred by Sublessor in connection with the same shall be payable by Sublessee to Sublessor within ten (10) days after of Sublessor's delivery of written demand therefor by to Sublessee. (c) Sublessee acknowledges that Sublessor is entering into this Sublease for the purpose of facilitating the transition from Sublessor to Sublessee of the ownership of the "Assets" (as defined in the Asset Sale Agreement) and of the operation of the "Business" (as defined in the Asset Sale Agreement) as a going concern at the Premises, and agrees that (i) if the Master Lease is terminated for any reason whatsoever, this Sublease shall immediately be terminated and the parties' rights and obligations hereunder shall cease, except as otherwise provided in this Paragraph 7(c); and (ii) in the event, at any time after the Commencement Date, Sublessor obtains Master Lessor's consent to terminate the Master Lease upon economic and other terms and conditions acceptable to Sublessor in its sole discretion, and to enter into a new lease ("New Lease") directly with Sublessee for the Premises upon economic and other terms and conditions substantially similar to the terms and conditions of this Sublease, then Sublessee shall enter into such New Lease directly with Master Lessor in which event this Sublease shall be terminated and the parties' rights and obligations hereunder shall cease, except as otherwise provided in this Paragraph 7(c). Notwithstanding any provision of this Sublease to the contrary, if this Sublease is terminated for any reason whatsoever earlier than the Termination Date, the parties' rights and obligations hereunder shall cease, save and except, (a) Sublessor's obligation to return the Security Deposit to the extent provided under ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇, (▇) Sublessee's Percentage of any and obligation to pay all sums (except fixed annual additional rent payable under on account of the Master Lease) due pursuant Existing Tenant Improvements to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty extent provided under Paragraph 4(c), above, and (30c) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any other obligations of the Master Landlord, nor shall such default parties hereunder that expressly survive the expiration or earlier termination of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master LeaseSublease.

Master Lease. A. All The Master Lease is between GVR Back Office 123, LLC, a Nevada limited liability company (the "Landlord") and the Sublessor with respect to ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, NV 89074. Sublessee acknowledges it is willing to undertake certain obligations contained in of the Master Lease conferred and imposed upon Lease. a. Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with is the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment lessee of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under Premises by virtue of the Master Lease, wherein Landlord is the Master Lessor. b. This Sublease is and will otherwise fully shall at all times be subject and faithfully perform subordinate to the Master Lease. c. The terms, conditions and respective obligations of Sublessor and Sublessee to each other under this Sublease shall be the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable except for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the those provisions of the Master Lease and which are directly contradicted by this Sublease in which would permit Sublessee to do or cause to be done any act which is prohibited by event the terms of this Sublease shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease then the provisions word “Lessor” is used it shall be deemed to mean the Sublessor herein and wherever in the Master Lease the word “Lessee” is used it shall be deemed to mean the Sublessee herein. d. During the term of this Sublease and for all periods subsequent for obligations which have arisen prior to the termination of this Sublease, Sublessee does hereby expressly assume and agree to perform and comply with, for the benefit of Sublessor and Master Lessor, each and every obligation of Sublessor under the Master Lease (the “Sublessee’s Assumed Obligations”). The obligations that Sublessee has not assumed under this Paragraph are hereinafter referred to as the “Sublessor’s Remaining Obligations”. e. Sublessee shall hold Sublessor free and harmless from all liability, judgments, costs, damages, claims or demands, including reasonable attorneys’ fees, arising out of Sublessee’s failure to comply with or perform Sublessee’s Assumed Obligations. f. Sublessor agrees to maintain the Master Lease during the entire term of this Sublease, subject however, to any earlier termination of the Master Lease shall prevailwithout the fault of the Sublessor, and to comply with or perform Sublessor’s Remaining Obligations and to hold Sublessee free and harmless from all liability, judgments, costs, damages, claims or demands arising out of Sublessor’s failure to comply with or perform Sublessor’s Remaining Obligations. B. g. Sublessor represents to Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage that the Master Lease is in full force and effect and that no default exists on the part of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant party to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. All the obligations contained in the Master Lease conferred 2.1 The Sublease is and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor at all times subject and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and subordinate to all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect and, notwithstanding anything to the Sublessor's Percentage. Sublessee covenants and contrary contained in the Sublease, Subtenant agrees to otherwise fully and faithfully perform all of the terms and conditions covenants of Tenant contained in the Master Lease and insofar as the same relate to the Sublease on its part Premises, provided that Subtenant shall not be obligated to be performedpay rent, operating expenses or other charges in excess of the amounts specified in the Sublease. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights In case of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then provisions of the Sublease, as between Tenant and Landlord, the provisions of the Master Lease shall prevail. B. Sublessee prevail unaffected by the Sublease. Subtenant shall pay not violate any of the terms and conditions of the Master Lease to Sublessor, within ten (10) days after demand therefor the extent applicable to the use and occupancy of the Sublease Premises. Any breach of the Master Lease by Sublessor, Sublessee's Percentage Tenant or any breach of any the Sublease or Master Lease by Subtenant which results in a breach of the Master Lease shall entitle Landlord to all the rights and all sums (except fixed annual rent payable under remedies provided in the Master Lease) due pursuant to . 2.2 Subtenant acknowledges and agrees that the term of the Sublease shall automatically terminate upon the termination of the Master Lease. Sublessor shall not demand such payment Lease for any reason whatsoever, including, without limitation, the termination of the Master Lease prior to the date which is thirty (30) days before expiration of the date term thereof pursuant to a written agreement by and between Landlord and Tenant. Notwithstanding any such sum provision to the contrary in the Sublease or in any other agreement, Subtenant acknowledges that it shall have no right and there shall not be due and owing vested in Subtenant any right to exercise rights of first refusal, options, or other similar preferential rights, if any, given to Tenant under the Master Lease. C. Notwithstanding anything 2.3 Tenant represents and warrants to the contrary herein contained, Sublessor shall have no duty itself Landlord that (a) attached to perform any obligations this Agreement as Exhibit B is a true and correct copy of the Master LandlordLease, nor shall such default --------- and there exist no amendments, modifications, or extensions of or to the Master Lease except as specified herein, and the Master Lease is now in full force and effect; and (b) to Tenant's actual knowledge, there exist no defenses or offsets to enforcement of the Master Lease by Landlord affect this Sublease or waive or defer Tenant. To Tenant's actual knowledge, (i) Landlord is not in default in the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease, (ii) Landlord has not committed any breach thereof, and (iii) no event has occurred which, with the passage of time, or the giving of notice, or both, would constitute a default or breach by Landlord. 2.4 Tenant and Subtenant represent and warrant to Landlord that there are no additional payments of rent or consideration of any type payable by Subtenant to Tenant with regard to the Sublease Premises other than as disclosed in the Sublease, a true and complete copy of which is attached hereto as Exhibit ------- A and incorporated herein by this reference. -

Master Lease. A. All (a) Sublessor shall have no duty to perform any obligations of Master Lessor which are, by their nature, the obligations contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectivelyobligation of an owner or manager of real property, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent required of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when dueLease. Sublessor shall have no responsibility for or be liable to Sublessee for any default, will perform Sublessor's insurance failure or delay on the part of Master Lessor in the performance or observance by Master Lessor of any of its obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the by Master Landlord Lessor affect this Sublease or waive or defer the performance of any of Sublessee' s ’s obligations hereunderunder this Sublease, including without limitation the obligation to pay Rent; providedand Sublessee hereby expressly waives the provisions of any statute, neverthelessordinance or judicial decision, now or hereafter in effect, which would give Sublessee the right to make repairs at the expense of Sublessor or Master Lessor , or to claim any actual or constructive eviction by virtue of any interruption in access, services or utilities to, or any failure to make repairs in or to, the Subleased Premises or the Building. Notwithstanding the foregoing, the parties do contemplate that Master Lessor will, in fact, perform its obligations under the Master Lease and in the event of any such default or failure of such performance by Master LandlordLessor, Sublessor agreesagrees that it will, upon [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. notice from Sublessee, use commercially reasonable efforts to make immediate demand upon induce Master Landlord Lessor to perform its obligations under the Master Lease as provided in Section 6(b) of this Sublease. Sublessor, however, shall have no obligation to ▇▇▇ the Master Lessor on Sublessee’s behalf or to terminate the Master Lease as a result of any such default or failure by Master Lessor. (b) In the event Master Lessor fails to perform any of its obligations under the Master Lease, Sublessor shall use diligent good faith efforts to cause Master Lessor to perform such obligations for the benefit of Sublessee. Such diligent good faith efforts shall include, without limitation: (a) upon Sublessee’s written request, immediately notifying Master Lessor of its nonperformance under the Master Lease and requesting that Master Lessor perform its obligations under the Master Lease, and (b) permitting Sublessee to commence a lawsuit or other action in Sublessor’s name to obtain the performance required from Master Lessor under the Master Lease; provided, however, that if Sublessee commences a lawsuit or other action, Sublessee shall pay all costs and expenses incurred in connection therewith, and Sublessee shall indemnify Sublessor against, and hold Sublessor harmless from, all reasonable costs and expenses incurred by Sublessor in connection therewith.

Master Lease. A. All the obligations contained in (a) This Sublease is and shall at all times be subject and subordinate to the Master Lease conferred Lease. (b) The terms, conditions and imposed upon Sublessor (as Tenant therein) shall be borne by respective obligations of Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by to each other under this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform Sublease shall be the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable except for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the those provisions of the Master Lease and which are directly contradicted by this Sublease in which would permit Sublessee to do or cause to be done any act which is prohibited by event the terms of this Sublease shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease then the provisions word "Lessor" is used it shall be deemed to mean the Sublessor herein and wherever in the Master Lease the word "Lessee" is used it shall be deemed to mean the Sublessee herein. (c) During the term of this Sublease and for all periods subsequent for obligations which have arisen prior to the termination of this Sublease, Sublessee does hereby expressly assume and agree to perform and comply with, for the benefit of Sublessor and Master Lessor, each and every obligation of Sublessor under the Master Lease (the "Sublessee's Assumed Obligations"). The obligations that Sublessee has not assumed under this Paragraph 7 are hereinafter referred to as the "Sublessor's Remaining Obligations". (d) Sublessee shall hold Sublessor free and harmless from all liability, judgments, costs, damages, claims or demands, including reasonable attorneys' fees, arising out of Sublessee's failure to comply with or perform Sublessee's Assumed Obligations. (e) Sublessor agrees to maintain the Master Lease during the entire term of this Sublease, subject however, to any earlier termination of the Master Lease shall prevailwithout the fault of the Sublessor, and to comply with or perform Sublessor's Remaining Obligations and to hold Sublessee free and harmless from all liability, judgments, costs, damages, claims or demands arising out of Sublessor's failure to comply with or perform Sublessor's Remaining Obligations. B. (f) Sublessor represents to Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage that the Master Lease is in full force and effect and that no default exists on the part of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant party to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. All Sublessor is the obligations contained in lessee of the Premises be virtue of the lease, hereinafter referred to as the "Master Lease", a copy of which is attached hereto as Exhibit B, dated July 20, 1992, wherein Carmel Valley Partners 1 is the lessor, hereinafter referred to as the "Master Lessor". This Sublease is and shall be at all times subject and subordinate to the Master Lease conferred Lease. The terms, conditions and imposed upon Sublessor (as Tenant therein) shall be borne by respective obligations of Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by to each other under this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform Sublease shall be the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions except for those provisions of the Master Lease and which are directly contradicted by this Sublease in which event the terms of this Sublease on its part document shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease the word "Lessor" is used it shall be deemed to be performed. Neither mean the Sublessor nor herein and wherever in the Master Lease the "Lessee" is used it shall be deemed to mean the Sublessee shall herein. During the term of this Sublease and for all periods subsequent for obligations which have arisen prior to the termination of this Sublease, Sublessee does hereby expressly assume and agree to perform and comply with, for the benefit of Sublessor and Master Lessor, each and every obligation of Sublessor under the Master Lease to the extent such obligations are applicable to the Premises subleased pursuant to this Sublease. The obligations that Sublessee has assumed under this paragraph hereof are hereinafter referred to as the "Sublessee's Assumed Obligations." Such obligations do not include payment of rent to Master Lessor or cause the payment of additional rent under Sections 1.1 and 3.2 of the Master Lease, the adjustments to be done any act which would or might cause rent under Subsection 3.1.2 and Exhibit C of the Master Lease, or the rights charges under Section 5 of the Master Lease. Sublessee shall hold Sublessor as tenant under free and harmless of and from all liability, judgments, costs, damages, claims or demands, including reasonable attorneys' fees, arising out of Sublessee's failure to comply with or perform Sublessee's Assumed Obligations. Sublessor agrees to maintain the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing during the entire term of this Sublease, that if there is subject, however, to any conflict between the provisions earlier termination of the Master Lease and this Sublease which would permit without the fault of the Sublessor. Sublessor represents to Sublessee to do or cause to be done any act which is prohibited by that the Master Lease then is in full force and effect and that no default exists on the provisions of the Master Lease shall prevail. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage part of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant party to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. All the obligations contained in the Master Lease conferred (a) This Sublease is subject and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, subordinate to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform . Except as may be inconsistent with the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform provisions hereof, the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee be applicable to this Sublease as they relate to the Subleased Premises, and shall pay to Sublessorbe incorporated into this Sublease, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any as if Sublandlord was the lessor under the Master Lease and all sums (except fixed annual rent payable Subtenant was the lessee under the Master Lease. As between Sublandlord and Subtenant, if there are inconsistencies between any provision of the Master Lease and any provision of this Sublease, this Sublease shall control. Notwithstanding anything to the contrary contained in this Sublease, Subtenant shall not be deemed to have assumed any obligations of Sublandlord under the Master Lease for the benefit of Master Landlord, as this Sublease is not a direct lease with Master Landlord, and Master Landlord shall not be a third party beneficiary hereof. Without limiting the foregoing, Sublandlord shall make all payments of Rent, plus sales tax thereon, to Master Landlord under the Master Lease, unless the Subtenant has made said payments directly to Master Landlord and Master Landlord has agreed to accept the same as set forth herein. (b) due pursuant Subtenant shall be entitled to the rights of Sublandlord, as tenant under the Master Lease. Sublessor If Master Landlord shall not demand such payment prior default in any of its obligations to Sublandlord with respect to the date which Subleased Premises, Subtenant shall notify Sublandlord and Sublandlord shall promptly use reasonable efforts to have Master Landlord comply, and if Master Landlord fails to comply, then Subtenant shall have the right, in its own name, to bring an action or proceeding with respect to such default, and Subtenant hereby is thirty subrogated to the rights of Sublandlord against Master Landlord. Sublandlord agrees to take such steps as Subtenant may reasonably request (30at Subtenant’s sole cost and expense), but the filing of any appropriate action or proceeding against the Master Landlord shall be the sole responsibility of Subtenant, at its sole cost and expense, and Sublandlord hereby consents to same. Notwithstanding the foregoing, Sublandlord shall have the right (but not the obligation) days before to join in any said proceedings, and in any event, it will sign such demands, pleadings, or other papers that may be required and will otherwise reasonably cooperate (at Subtenant’s sole cost and expense) with Subtenant to the date extent necessary to enable Subtenant to proceed in Sublandlord’s name to enforce the obligations of the Master Landlord under the Master Lease. Subtenant shall be entitled to all of the damages and other sums obtained as the result of the exercise of any such sum shall be due and owing rights or remedies of Sublandlord under the Master Lease. C. (c) Notwithstanding anything to the contrary contained in this Sublease: (i) for the purposes of incorporation of the Master Lease by reference in this Sublease, except as otherwise expressly provided herein, and except to the extent that they are inapplicable or modified by the terms and provisions of this Sublease (a) references in the Master Lease to the “Leased Premises” or “premises” shall be deemed to refer to the Subleased Premises, (b) references in the Master Lease to “Landlord” shall be deemed to refer to Sublandlord under this Sublease, (c) references in the Master Lease to “Tenant” shall be deemed to refer to Subtenant under this Sublease, (d) references in the Master Lease to “this Lease” shall be deemed to refer to this Sublease, (e) references in the Master Lease to the “Term” of the Lease shall be deemed to refer to the Sublease Term, and (f) references in the Master Lease to the “expiration date” shall be deemed to refer to the expiration date of the Sublease Term; (ii) the time limits contained in the Master Lease for the giving of notices, making of demands or payments, or performing any act, condition or covenant on the part of the Tenant thereunder, or for the exercise by the Tenant thereunder of any right, remedy or option, are changed for the purposes of incorporation herein containedby reference by shortening the same in each instance by two (2) days so that in each instance Subtenant shall have two (2) days less time to observe or perform hereunder than Sublandlord has as the Tenant under the Master Lease; this provision shall not be applicable to any time limit contained in the Master Lease which is three (3) days or less, Sublessor in which case, Subtenant shall have one (1) less day to perform any said obligation; (iii) the following parts, provisions and exhibits of the Master Lease are not applicable to this Sublease, and are not incorporated herein by reference: A. Sections 2, 3(a), 3(b), 3(d), 6, 15, 23, 28, 34, and 50; B. Exhibits B, C-l, C-2 and F. (iv) whenever Master Landlord’s consent or approval is required to be obtained under the terms of the Master Lease as a condition to any action, inaction, condition or event by Subtenant permitted hereunder, Sublandlord shall cooperate (at Subtenant’s sole cost and expense) with Subtenant and promptly request and diligently attempt to obtain such consent from Master Landlord. Except with respect to any consent required under Section 12, Sublandlord agrees not unreasonably to withhold or delay its approval or consent when required under this Sublease, subject, however, to the issuance of Master Landlord’s corresponding approval or consent, to the extent required under the Master Lease; (v) Subtenant shall have no duty itself right to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect record this Sublease or waive or defer the to record a memorandum hereof. (d) Subject to Subtenant’s performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the terms of this Sublease, Sublandlord shall observe and perform all of the terms, covenants and conditions applicable to Sublandlord under the Master Lease and, subject to the terms of Section 3(a) above, shall keep the Master Lease in full force and effect and in good standing throughout the term of this Sublease. In addition, Sublandlord agrees that it shall not amend, modify, or (except as provided in Section 3(a) above) exercise any right to terminate the Master Lease during the term of this Sublease without the prior written consent of Subtenant. (e) If Sublandlord fails to pay to Master Landlord any monthly installment of rent or other sums required to be paid under the Master Lease within five (5) days after receipt of a corresponding payment from the Subtenant under this Sublease, then without limitation of any other right or remedy which may be available to Subtenant under this Sublease, Subtenant may, at its option, pay to the Master Landlord the amount due under the Master Lease, in which event Sublandlord shall promptly reimburse Subtenant on demand for the amount so paid to the Master Landlord plus a one percent (1%) overhead and administrative charge, and if Sublandlord does not so reimburse Subtenant for such sums due Subtenant, Subtenant may offset such sums from Subtenant’s rent subsequently due under this Sublease.

Master Lease. A. All (i) if (A) Master Tenant shall fail in the obligations contained payment of (1) any fixed or base rent set forth in or made payable pursuant to the Master Lease conferred and imposed upon Sublessor or (as Tenant therein2) shall be borne by Sublessor and Sublessee any additional rent set forth in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in or made payable pursuant to the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment within 30 days of the rentals reserved under date such rent is payable after the Master Lease as expiration of any notice and when due, will perform Sublessor's insurance obligations grace period provided for under the Master Lease, (B) any one or more of the events referred to in the Master Lease shall occur which would give rise to the termination of the Master Lease without notice or action by the Master Tenant under the Master Lease or which would entitle the Master Tenant to terminate the Master Lease and will otherwise fully and faithfully perform the terms and term thereof by giving notice to Borrower, as landlord thereunder, other than a termination arising from a (x) casualty with respect to which Lender elects to apply any Loss Proceeds to the principal balance of the Loan instead of making the same available for Restoration or (y) condemnation, (C) the Master Lease shall be surrendered or the Master Lease shall be terminated or canceled for any reason or under any circumstances whatsoever, except with the consent of Lender, other than a termination arising from a (x) casualty with respect to which Lender elects to apply any Loss Proceeds to the principal balance of the Loan instead of making the same available for Restoration or (y) condemnation, (D) there shall be, as to Master Tenant, a monetary or other default with respect to the Master Lease beyond any applicable cure periods contained therein that would have a Material Adverse Effect, or (E) any of the terms, covenants or conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform shall in any manner be modified, changed, supplemented, altered, restated or amended in violation of the terms and conditions of this Agreement; or (ii) if Borrower shall revoke or modify the Master Lease and Rent Instruction or any other instruction or agreement governing the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights direction of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance payments by Master LandlordTenant to Borrower, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under without in each instance the Master Leaseprior written consent of Lender.

Master Lease. A. All 5.1 Subtenant and Sublandlord, and each of them, hereby agree that they will not do or permit to be done anything which would constitute a violation or breach of any of the obligations contained in terms, conditions or provisions of the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in or which would cause the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent be terminated or forfeited by virtue of Sublessee's Percentage. Sublessor covenants and agrees it will make payment any risks of the rentals termination or forfeiture reserved under the by or vested in Master Lease as and when due, will perform Sublessor's insurance obligations Landlord. 5.2 If Sublandlord defaults under the Master Lease, Master Landlord hereby agrees to give Subtenant written notice of the default and will otherwise fully Subtenant shall have five (5) days from the date such notice is given to Subtenant to cure such default or a reasonable time if a non-monetary default can not reasonably be cured within five (5) days; provided that Subtenant shall have no obligation to cure any such default by Sublandlord. Notwithstanding anything to the contrary contained herein, any and faithfully perform the terms and conditions of all amounts expended by Subenant to cure Sublandlord's default under the Master Lease with respect shall serve as an offset against any monies owed to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of Sublandlord by Subtenant under this Sublease. 5.3 If there is a default under the Master Lease by Sublandlord, and Master Landlord and Subtenant are able to agree on the Sublease on its part to be performed. Neither terms of the Sublessor nor Sublessee shall do or cause to be done new direct lease between Master Landlord and Subtenant, including payment of all past-due monetary payments and cure of any act which would or might cause other defaults under the Master Lease, Sublandlord hereby agrees that the Master Lease may be terminated by Master Landlord and that Master Landlord and Subtenant shall have the right, without any other further action, agreement or document from or on behalf of Sublandlord, to enter into the rights new direct lease, and the Master Lease shall be deemed terminated as of Sublessor the date of execution of such new direct lease (the "Master Lease Termination Date") between Master Landlord and Subtenant and Sublandlord shall be released of all obligations under the Master Lease accruing after the Master Lease Termination Date; provided, however, Master Landlord and Subtenant may enter into such new lease without waiving any rights, remedies or claims either may have against Sublandlord as tenant a result of the default under the Master Lease which accrued prior to the Master Lease Termination Date, and all such rights, remedies and claims shall be deemed preserved and survive the termination of Master Lease as specified herein. 5.4 If Sublandlord is given the right under the Master Lease to be endangeredterminate the Master Lease (e.g. in case of destruction or condemnation), cancelledSubtenant shall have the right, in its sole discretion, to determine whether it wishes to have the Master Lease terminated. If Subtenant elects to have the Master Lease terminated, forfeited or surrendered, or which would or might cause Sublessor Subtenant shall terminate this Sublease and Sublandlord shall terminate the Master Lease. If Subtenant elects not to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing terminate this Sublease, that if there then Sublandlord shall promptly take such action as is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable necessary under the Master Lease) due pursuant , if any, to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date prevent any such sum shall be due and owing under the Master Leasetermination from occurring. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. All (a) Subtenant takes possession of the obligations Subleased Premises, and enters into this Sublease, subject and subordinate to all of the terms, covenants, conditions, and restrictions of the Master Lease. Neither Sublandlord nor Subtenant shall by act or omission cause a breach of any of the terms, covenants, conditions, and restrictions contained in the Master Lease. Sublandlord shall not agree to any amendment, modification or termination of the Master Lease conferred that materially adversely impacts the rights and imposed upon Sublessor obligations of Subtenant hereunder without Subtenant’s prior written consent. Except to the extent incorporated by reference in this Sublease, none of the terms, covenants, conditions and restrictions of the Master Lease are incorporated herein to define the agreement as between Sublandlord and Subtenant. With respect to any obligation of Subtenant to be performed under this Sublease, unless otherwise expressly stated in this Sublease, wherever the Master Lease grants to Sublandlord a specified number of days after notice or other time condition to perform its corresponding obligation under the Master Lease (excluding the payment of Rent), Subtenant shall have two (2) fewer days to perform the obligation, including without limitation curing any defaults. Any default notice or other notice of any obligations (including any billing or invoice for any Rent or any other expense or charge due under the Master Lease) from Master Landlord which is received by Subtenant (whether directly or as Tenant thereina result of being forwarded by Sublandlord) shall constitute such notice from Sublandlord to Subtenant under this Sublease without the need for any additional notice from Sublandlord. (b) Sublandlord shall not be borne deemed to have made any representation made by Sublessor and Sublessee Master Landlord in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectivelyMaster Lease. Moreover, except as modified and amended by this Subleaseotherwise provided herein to the contrary, and all rights and privileges contained Sublandlord shall not be obligated: (i) to provide any of the services or utilities that Master Landlord has agreed in the Master Lease conferred upon Sublessor to provide; (as Tenant therein), are hereby conferred and imposed upon Sublessee, ii) to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment any of the rentals reserved repairs or restorations that Master Landlord has agreed in the Master Lease to make; or (iii) to comply with any Laws or requirements of public authorities with which Master Landlord has agreed in the Master Lease to comply; and Sublandlord shall have no liability to Subtenant on account of any failure of Master Landlord to do so, or on account of any failure by Master Landlord to observe or perform any of the terms, covenants or conditions of the Master Lease required to be observed or performed by Master Landlord; provided Sublandlord agrees to use commercially reasonable efforts to enforce Master Landlord’s obligations under the Master Lease as on Subtenant’s behalf. (c) Notwithstanding the foregoing, Sublandlord grants to Subtenant the right to receive all of the services and when due, will perform Sublessor's insurance obligations benefits with respect to the Subleased Premises that are to be provided by Master Landlord under the Master Lease, and will otherwise fully and faithfully perform . To the terms and conditions of extent that rent is abated under the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions any portion of the Master Lease and Subleased Premises, Subtenant shall be entitled to an abatement of rent under this Sublease, in proportion to the Sublease on its part degree to be performed. Neither which Subtenant’s use is impaired by the Sublessor nor Sublessee shall do or cause occurrence which led to be done any act which would or might cause the abatement of rent under the Master Lease. (d) If (i) Subtenant shall fail to perform any of its obligations hereunder and such failure shall continue beyond any cure period provided for herein, or the rights (ii) Master Landlord shall give any notice of Sublessor as tenant failure or default under the Master Lease arising out of any failure by Subtenant to be endangeredperform any of its obligations hereunder then, cancelledin either case, terminatedSublandlord shall have the right (but not the obligation), forfeited upon at least two (2) days’ prior written notice to Subtenant, to perform or surrenderedendeavor to perform such obligation, or which would or might cause Sublessor to be in default thereunder or liable for any damageat Subtenant’s expense, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee shall pay to SublessorSubtenant shall, within ten (10) days after demand therefor of Sublandlord’s demands from time to time, reimburse Sublandlord for all costs and expenses incurred by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master LeaseSublandlord in doing so as Rent. C. Notwithstanding anything (e) Subtenant shall promptly execute, acknowledge and deliver to Sublandlord, any certificate or other document evidencing the contrary herein contained, Sublessor shall have no duty itself to perform any obligations status of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance subordination of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.this Sublease

Master Lease. A. All This Lease constitutes one indivisible lease of the obligations contained entire Premises. The Premises constitute one economic unit and the Base Rent and all other provisions have been negotiated and agreed to, based on a lease of all of the Premises as a single, composite, inseparable transaction. This Lease would not have been made on these terms if it was not a single indivisible lease. Except as expressly provided herein for specific, isolated purposes (and then only to the extent expressly otherwise stated), all provisions of this Lease shall apply to all the Premises as one unit and any Event of Default under this Lease is an Event of Default as to the entire Premises. The parties intend that the provisions of this Lease shall at all times be construed, interpreted and applied so as to carry out their mutual objective to create a single indivisible lease of all the Premises and, in particular but without limitation, that for purposes of any assumption, rejection or assignment of this Lease under the Master Bankruptcy Code, this is one indivisible and nonseverable lease and executory contract dealing with one legal and economic unit which must be assumed, rejected or assigned as a whole with respect to all (and only all) the Premises covered hereby. The parties agree that the existence of more than one Landlord under this Lease conferred does not affect the indivisible, nonseverable nature of this Lease. The parties may amend this Lease from time to time to include one or more additional properties as part of the Premises and imposed upon Sublessor such future addition to the Premises shall not in any way change the indivisible and nonseverable nature of this Lease and all of the foregoing provisions shall continue to apply in full force. Each Landlord hereby appoints American Healthcare Investors, LLC, a Delaware limited liability company (the “Landlord’s Representative”) as the agent and lawful attorney‑in‑fact of such Landlord to act for such Landlord for all purposes and actions of Landlord under this Lease, and Tenant therein) shall be borne entitled to conclusively rely on any action taken (including without limitation, any consent, approval, or amendment to this Lease) or notice given or received by Sublessor Landlord’s Representative as being by or from Landlord in respect of this Lease. At all times during the Term hereof, Landlord shall maintain a Landlord’s Representative with the powers and Sublessee authority referred to hereinabove, and provide Tenant with written notice of the identity and contact information for such Landlord’s Representative. All notices, consents, waivers and all other documents and instruments executed by Landlord’s Representative pursuant to the Lease from time to time and all other actions of Landlord’s Representative on behalf of Landlord under the Lease shall be binding upon every entity comprising Landlord. All notices or communications from Tenant to the Landlord’s Representative shall be conclusively deemed to have been communicated or delivered to Landlord in accordance with the Sublessor's Percentage terms of this Lease. Landlord may designate a different individual to serve as Landlord’s Representative, provided that no such designation shall be effective as to Tenant unless and until Landlord delivers written notice thereof to Tenant. Simultaneously with the Sublessee's Percentageexecution of this Lease, respectively, except as modified and amended by this SubleaseTenant shall execute each of the Operating Subleases, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or Operating Subtenants to execute and deliver the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevailOperating Subleases. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. All This Sublease is subject to the obligations contained Master Lease. A copy of the Master Lease is attached to this Sublease. The Master Lease is incorporated in and made a part of this Sublease and, during the term of this Sublease, the Master Lease shall apply to Sublandlord, Subtenant and the Subleased Space under this Sublease, except for the following provisions of the Master Lease, which are excluded from this Sublease: Sections 1, 2, 3(a), 3(b), 3(c), 3(d), 33, 38, 39, 40, 41, 42, 43, 44, 46, 48 (except to the extent the rent payable by Sublandlord to Landlord is abated), 49 and 50. Insofar as the Master Lease is incorporated in this Sublease, references to Landlord in the Master Lease conferred and imposed upon Sublessor (as shall mean Sublandlord under this Sublease, references to Tenant therein) in the Master Lease shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by mean Subtenant under this Sublease, and all rights and privileges contained references to the Premises in the Master Lease conferred upon Sublessor (as Tenant therein)shall mean the Subleased Space under this Sublease. During the term of this Sublease, are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants Subtenant assumes and agrees to otherwise fully pay, perform and faithfully perform the terms and conditions discharge all of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights obligations of Sublessor Sublandlord as tenant Tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be the full extent that such obligations are incorporated in default thereunder or liable for any damage, claim or penaltythis Sublease. Sublessee agrees, as an express inducement for Sublessor executing During the term of this Sublease, Subtenant shall be bound by all of the 3 covenants in the Master Lease that if there is are incorporated in this Sublease and Subtenant shall not commit or permit to be committed any conflict between the act or omission that will breach or violate any such covenant. In all provisions of the Master Lease and incorporated in this Sublease which would permit Sublessee to do requiring the approval or cause to be done any act which is prohibited by consent of Landlord, Subtenant shall obtain the Master Lease then the approval or consent of both Sublandlord and Landlord. In all provisions of the Master Lease shall prevail. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect incorporated in this Sublease requiring Tenant to submit, exhibit to, supply or waive provide Landlord with evidence, certificates or defer any other matter or thing, Subtenant shall submit, exhibit to, supply or provide, as the performance of any of Sublessee' s obligations hereunder; providedcase may be, nevertheless, that in the event of any such default or failure of performance by Master same to both Sublandlord and Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. All (a) Sublessor is the obligations contained in lessee of the Premises by virtue of a lease, (the “Master Lease”), a copy of which is attached hereto, wherein MCSSM LLC is the lessor, (“Master Lessor”). (b) This Sublease is and shall at all times be subject and subordinate to the Master Lease conferred Lease. (c) The terms, conditions and imposed upon Sublessor (as Tenant therein) shall be borne by respective obligations of Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by to each other under this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform Sublease shall be the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable except for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the those provisions of the Master Lease and which are directly contradicted by this Sublease in which would permit Sublessee to do or cause to be done any act which is prohibited by event the terms of this Sublease shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease then the provisions word “Lessor” is used it shall be deemed to mean the Sublessor herein and wherever in the Master Lease the word “Lessee” is used it shall be deemed to mean the Sublessee herein. (d) During the term of this Sublease and for all periods subsequent for obligations which have arisen prior to the termination of this Sublease, Sublessee does hereby expressly assume and agree to perform and comply with, for the benefit of Sublessor and Master Lessor, each and every obligation of Sublessor under the Master Lease (the “Sublessee’s Assumed Obligations”). The obligations that Sublessee has not assumed under this Paragraph 7 are hereinafter referred to as the “Sublessor’s Remaining Obligations”. (e) Sublessee shall hold Sublessor free and harmless from all liability, judgments, costs, damages, claims or demands, including reasonable attorneys’ fees, arising out of Sublessee’s failure to comply with or perform Sublessee’s Assumed Obligations. (f) Sublessor agrees to maintain the Master Lease during the entire term of this Sublease, subject however, to any earlier termination of the Master Lease shall prevailwithout the fault of the Sublessor, and to comply with or perform Sublessor’s Remaining Obligations and to hold Sublessee free and harmless from all liability, judgments, costs, damages, claims or demands arising out of Sublessor’s failure to comply with or perform Sublessor’s Remaining Obligations. B. (g) Sublessor represents to Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage that the Master Lease is in full force and effect and that no default exists on the part of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant party to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. All Sublessor is the obligations contained in lessee of the Premises by virtue of a lease, (the “Master Lease”), a copy of which is attached hereto, wherein is the lessor, (“Master Lessor”). This Sublease is and shall at all times be subject and subordinate to the Master Lease conferred Lease. The terms, conditions and imposed upon Sublessor (as Tenant therein) shall be borne by respective obligations of Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by to each other under this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform Sublease shall be the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable except for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the those provisions of the Master Lease and which are directly contradicted by this Sublease in which would permit Sublessee to do or cause to be done any act which is prohibited by event the terms of this Sublease shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease then the provisions word “Lessor” is used it shall be deemed to mean the Sublessor herein and wherever in the Master Lease the word “Lessee” is used it shall be deemed to mean the Sublessee herein. During the term of this Sublease and for all periods subsequent for obligations which have arisen prior to the termination of this Sublease, Sublessee does hereby expressly assume and agree to perform and comply with, for the benefit of Sublessor and Master Lessor, each and every obligation of Sublessor under the Master Lease (the “Sublessee’s Assumed Obligations”). The obligations that Sublessee has not assumed under this Paragraph 7 are hereinafter referred to as the “Sublessor’s Remaining Obligations”. Sublessee shall hold Sublessor free and harmless from all liability, judgments, costs, damages, claims or demands, including reasonable attorneys’ fees, arising out of Sublessee’s failure to comply with or perform Sublessee’s Assumed Obligations. Sublessor agrees to maintain the Master Lease during the entire term of this Sublease, subject however, to any earlier termination of the Master Lease shall prevail. B. Sublessee shall pay to without the fault of the Sublessor, within ten (10) days after demand therefor by and to comply with or perform Sublessor’s Remaining Obligations and to hold Sublessee free and harmless from all liability, Sublessee's Percentage judgments, costs, damages, claims or demands arising out of Sublessor’s failure to comply with or perform Sublessor’s Remaining Obligations. Sublessor represents to Sublessee that the Master Lease is in full force and effect and that no default exists on the part of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant party to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. All the At any time and on reasonable prior written notice to Subtenant, Sublandlord can elect to require Subtenant to perform Subtenant’s obligations contained under this Sublease directly to Master Landlord, in the which event Subtenant shall send to Sublandlord from time to time copies of all notices and other communications it shall send to and receive from Master Lease conferred and imposed upon Sublessor (as Tenant therein) Landlord. Subtenant shall not do or permit to be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent done anything which would constitute a violation or breach of Sublessee's Percentage. Sublessor covenants and agrees it will make payment any of the rentals reserved under the Master Lease as and when dueterms, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions or provisions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangeredterminated or forfeited by virtue of any rights of termination or forfeiture reserved by or vested in Master Landlord. If the Master Lease terminates, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to this Sublease shall terminate and the parties shall be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing relieved from all liabilities and obligations under this Sublease, ; except that if there this Sublease terminates as a result of a default of one of the parties under this Sublease or the Master Lease, the defaulting party shall be liable to the non-defaulting party for all damage suffered by the non-defaulting party as a result of the termination; provided, however, in no event shall either party be liable to the other for consequential or punitive damages. Sublandlord represents to Subtenant that the Master Lease is any conflict between in full force and effect, and that no default or event that, with the passing of time or the giving of notice or both, would constitute a default, exists on the part of the Sublandlord. Sublandlord covenants to Subtenant to observe all of the terms and provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by perform all obligations required of Sublandlord under the Master Lease then the provisions of the and to promptly pay when due all rents due and accruing to Master Lease shall prevail. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable Landlord under the Master Lease) due pursuant , including, without limitation, the amount of any additional Monthly Base Rent payable to Master Landlord in excess of such amount payable by Subtenant to Sublandlord hereunder. So long as Subtenant is performing all of Subtenant’s obligations as provided in this Sublease, Sublandlord shall not enter into any agreement that will cause either the Master Lease to be terminated or the Sublease Premises to be surrendered prior to the expiration of the Term, or cause any breach or default by Sublandlord under the Master Lease that will result in any such termination or surrender which breach or default remains uncured beyond applicable cure periods. Sublandlord shall not enter into any amendment or other agreement with respect to the Master Lease. Sublessor shall not demand such payment prior to Lease that will prevent or adversely affect the date which is thirty (30) days before use by Subtenant of the date any such sum shall be due and owing under Sublease Premises in accordance with the Master Lease. C. Notwithstanding anything to terms of this Sublease, increase the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of Subtenant or decrease the rights of Subtenant under this Sublease, shorten the term of this Sublease or increase the rent or any other sums required to be paid by Subtenant under this Sublease, without the prior written consent of Subtenant in each case. If Subtenant makes a request that Subtenant is entitled to make under this Sublease, which request requires the approval of Master Landlord, nor Sublandlord shall use commercially reasonable efforts to obtain such default of the Master Landlord affect this Sublease approval (but Sublandlord shall not be required to incur any unreasonable cost or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that expense in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, order to make immediate demand upon Master Landlord to perform its obligations under the Master Leasedo so).

Master Lease. A. All the obligations contained in the The Master Lease conferred is in full force and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor effect and Sublessee in accordance there is neither a default thereunder nor any condition that, with the Sublessor's Percentage and passage of time or the Sublessee's Percentagegiving of notice, respectivelyor both, except as modified and amended by this Subleasewould constitute a default thereunder. No right or claim of rescission, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein)offset, are hereby conferred and imposed upon Sublesseeabatement, diminution, defense, or counterclaim has been asserted with respect to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform there is no existing condition that, with the passage of time or giving of notice, or both, would result in a right or claim of rescission, offset, abatement, diminution, defense, or counterclaim under the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease Lease. Borrower has performed and this Sublease which would permit Sublessee to do or cause discharged all of the obligations on the part of Borrower to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any performed and all sums (except fixed annual rent payable under the Master Lease) due discharged pursuant to the terms set forth in the Master Lease. Sublessor shall The Master Lease has not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the been modified, amended or supplemented by either party thereto. The Master Lease. C. Notwithstanding anything to the contrary herein containedLessee has not been released, Sublessor shall have no duty itself to perform any obligations of the Master Landlordin whole or in part, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of from any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease. There has been no prior sale, transfer, assignment, hypothecation, or pledge of the Master Lease (other than in connection with the Loan Documents) that is outstanding. The Master Lease has an original term ending on or after the date ninety (90) days after the Maturity Date. Absent Lender’s direction or as otherwise set forth herein or in the Subordination Agreement (DST Master Lease), the Master Lessee cannot terminate the Master Lease for any reason prior to the payment in full of the Indebtedness. There is no free rent, partial rent or rebate of rent required to be given by Borrower to Master Lessee under the Master Lease. The Master Lease does not permit Master Lessee to accept, and Master Lessee has not accepted, prepayment of Rents more than two (2) months in advance (and Borrower has not accepted prepayment of Rents more than one (1) month in advance with respect to the Master Lease). Each payment of Master Lease Basic Rent due under the Master Lease is sufficient to pay the Debt Service Amounts (including Monthly Debt Service Payments, Taxes, Impositions, and any Replacement Reserve Deposits) in full on or prior to the due date thereof (without giving effect to any applicable grace periods) currently and throughout the term of the Mortgage Loan. The Master Lease Basic Rent is payable without notice or demand, and without setoff, recoupment, abatement, or reduction. Master Lessee has no right or option pursuant to the Master Lease Documents or otherwise to purchase all or any part of the Mortgaged Property, the leased premises or the building of which the leased premises are a part. The Master Lease contains customary and enforceable provisions that render the rights and remedies of Borrower adequate for the enforcement and satisfaction of Borrower’s rights thereunder. Pursuant to the Subordination Agreement (DST Master Lease), the Master Lease is subject and subordinate in all respects to the liens, terms, covenants and conditions of the Security Instrument and the other Loan Documents, and to all renewals, modifications, consolidations, replacements and extensions thereof, and to all advances heretofore made pursuant to the Note, this Loan Agreement, the Security Instrument and the other Loan Documents (including all sums advanced for the purposes of  protecting or further securing the lien of the Security Instrument, curing defaults by Borrower under the Loan Documents, or for any other purposes expressly permitted by this Loan Agreement, the Security Instrument or the other Loan Documents, or  constructing, renovating, repairing, furnishing, or equipping the Mortgaged Property). Borrower hereby agrees and acknowledges that Master Lessee is an Affiliated Master Lessee. Borrower represents and warrants that it is the express intent of Borrower and Master Lessee that the Master Lease constitute a lease under applicable real property laws and laws governing bankruptcy, insolvency, and creditors’ rights generally, and that the sole interest of Master Lessee in the Mortgaged Property is as a tenant under the Master Lease. The Master Lease is not intended to be deemed a guaranty, nor is Master Lessee intended to be deemed a guarantor. Borrower acknowledges and agrees that  it has and shall require and direct Master Lessee (pursuant to the Master Lease Documents) to comply with  all terms, provisions, covenants, and conditions set forth in Article 4, Article 5, Article 6, Article 7, Article 8, Article 9, Article 10, Article 11, Article 12, Article 13, and Article 15, and Section 14.02(d) and Section 14.03(c) of this Loan Agreement, and  any other terms, provisions, covenants, and conditions with respect to the Mortgaged Property set forth in the Security Instrument, the Environmental Indemnity Agreement or any Loan Document, as any such Loan Document may be amended, restated or modified from time to time (such terms, provisions, covenants, and conditions in clauses (9) and (9), individually and collectively, the “Operating Covenants”), and  any failure by Borrower to so cause Master Lessee to comply shall be an Event of Default under the Loan Documents, and any failure by Master Lessee to so comply shall be a “Default” under the Master Lease Documents. Notwithstanding any provision to the contrary, Master Lessee shall have no direct obligations with respect to the provisions of this Loan Agreement.

Master Lease. A. All (a) Sublessor hereby warrants that (i) Sublessor is the lessee, as successor-in-interest to ▇▇▇▇▇▇▇▇ Properties Company, under the Lobby Lease with Commerce Street Venture, which Lobby Lease covers the Premises; (ii) the Lobby Lease is in full force and effect and neither Sublessor nor the Venture is in default under any provision under the Lobby Lease; (iii) a true and complete copy of the Lobby Lease (and any amendments thereto) is attached hereto as Exhibit B; and (iv) the Premises are not subleased to others. Sublessee shall have the peaceful and quiet enjoyment of the Premises without hindrance on the part of Sublessor, and Sublessor will warrant and defend the Sublessee in such peaceful and quiet enjoyment of the Premises against the claims of all persons claiming by, through or under the Sublessor. Sublessor shall keep the Lobby Lease in full force and effect by making timely payments of rent as required by the Lobby Lease and by performing all obligations contained of the lessee under the Lobby Lease not specifically assumed by the Sublessee hereunder. Sublessor shall neither do nor permit anything to be done which would cause the Lobby Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in the Master Venture under the Lobby Lease, and Sublessor shall indemnify and hold Sublessee harmless from and against all claims, liabilities and damages of any kind whatsoever by reason of any breach or default on the part of Sublessor which breach or default is not caused by Sublessee. Sublessor shall not, without the prior consent of Sublessee (not to be unreasonably withheld, conditioned or delayed), voluntarily (x) amend or modify the Lobby Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with a manner that would reduce the Sublessor's Percentage and the Premises or would materially adversely affect Sublessee's Percentageability to utilize the Premises for its intended use or would otherwise materially adversely affect Sublessee's rights and obligations hereunder, respectivelyor (y) cancel or surrender the Lobby Lease during the Term of this Sublease. Sublessor agrees, except upon receipt from Sublessee of written notice of any default, obligation or duty of the Venture under the Lobby Lease to promptly notify the Venture of Sublessee's notice and to use its best efforts to cause the Venture to rectify or fulfill any default, obligation or duty as modified and amended by listed in Sublessee's notice. (a) Except as otherwise specifically provided in this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions comply with all of the Master Lease terms, covenants, conditions and obligations of the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lobby Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penaltykept and performed on the part of the lessee thereunder. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict As between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee shall pay to Sublessorparties hereto only, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any a conflict between the terms of the Lobby Lease and the terms of this Sublease, the terms of this Sublease shall control only to the extent they are inconsistent with the terms of the Lobby Lease and their respective counterpart provisions in the Lobby Lease shall be excluded only to such default or failure of performance by Master Landlordextent. Notwithstanding anything herein contained, as between Sublessor agrees, upon notice from and Sublessee, to make immediate demand upon Master Landlord to perform its obligations under and for purposes of this Sublease, the Master Leasefollowing provisions of the Lobby Lease are hereby deleted: Article 1, Article 2, Article 3 and §6.04, 6.05, 6.06, 8.01, 8.04, 9.02, 9.03, 10.01 and 10.10.

Master Lease. A. All (a) Subtenant takes possession of the obligations Subleased Premises, and enters into this Sublease, subject and subordinate to all of the terms, covenants, conditions, and restrictions of the Master Lease. Neither Sublandlord nor Subtenant shall by act or omission cause a breach of any of the terms, covenants, conditions, and restrictions contained in the Master Lease. Sublandlord shall not agree to any amendment, modification or termination of the Master Lease conferred that materially adversely impacts the rights and imposed upon Sublessor obligations of Subtenant hereunder without Subtenant’s prior written consent. Except to the extent incorporated by reference in this Sublease, none of the terms, covenants, conditions and restrictions of the Master Lease are incorporated herein to define the agreement as between Sublandlord and Subtenant. With respect to any obligation of Subtenant to be performed under this Sublease, unless otherwise expressly stated in this Sublease, wherever the Master Lease grants to Sublandlord a specified number of days after notice or other time condition to perform its corresponding obligation under the Master Lease (excluding the payment of Rent), Subtenant shall have two (2) fewer days to perform the obligation, including without limitation curing any defaults. Any default notice or other notice of any obligations (including any billing or invoice for any Rent or any other expense or charge due under the Master Lease) from Master Landlord which is received by Subtenant (whether directly or as Tenant thereina result of being forwarded by Sublandlord) shall constitute such notice from Sublandlord to Subtenant under this Sublease without the need for any additional notice from Sublandlord. (b) Sublandlord shall not be borne deemed to have made any representation made by Sublessor and Sublessee Master Landlord in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectivelyMaster Lease. Moreover, except as modified and amended by this Subleaseotherwise provided herein to the contrary, and all rights and privileges contained Sublandlord shall not be obligated: (i) to provide any of the services or utilities that Master Landlord has agreed in the Master Lease conferred upon Sublessor to provide; (as Tenant therein), are hereby conferred and imposed upon Sublessee, ii) to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment any of the rentals reserved repairs or restorations that Master Landlord has agreed in the Master Lease to make; or (iii) to comply with any Laws or requirements of public authorities with which Master Landlord has agreed in the Master Lease to comply; and Sublandlord shall have no liability to Subtenant on account of any failure of Master Landlord to do so, or on account of any failure by Master Landlord to observe or perform any of the terms, covenants or conditions of the Master Lease required to be observed or performed by Master Landlord; provided Sublandlord agrees to use commercially reasonable efforts to enforce Master Landlord’s obligations under the Master Lease as on Subtenant’s behalf. (c) Notwithstanding the foregoing, Sublandlord grants to Subtenant the right to receive all of the services and when due, will perform Sublessor's insurance obligations benefits with respect to the Subleased Premises that are to be provided by Master Landlord under the Master Lease, and will otherwise fully and faithfully perform . To the terms and conditions of extent that rent is abated under the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions any portion of the Master Lease and Subleased Premises, Subtenant shall be entitled to an abatement of rent under this Sublease, in proportion to the Sublease on its part degree to be performed. Neither which Subtenant’s use is impaired by the Sublessor nor Sublessee shall do or cause occurrence which led to be done any act which would or might cause the abatement of rent under the Master Lease. (d) If (i) Subtenant shall fail to perform any of its obligations hereunder and such failure shall continue beyond any cure period provided for herein, or the rights (ii) Master Landlord shall give any notice of Sublessor as tenant failure or default under the Master Lease arising out of any failure by Subtenant to be endangeredperform any of its obligations hereunder then, cancelledin either case, terminatedSublandlord shall have the right (but not the obligation), forfeited upon at least two (2) days’ prior written notice to Subtenant, to perform or surrenderedendeavor to perform such obligation, or which would or might cause Sublessor to be in default thereunder or liable for any damageat Subtenant’s expense, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee shall pay to SublessorSubtenant shall, within ten (10) days after demand therefor of Sublandlord’s demands from time to time, reimburse Sublandlord for all costs and expenses incurred by SublessorSublandlord in doing so as Rent. (e) Subtenant shall promptly execute, Sublessee's Percentage acknowledge and deliver to Sublandlord, any certificate or other document evidencing the status of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant Sublease or subordination of this Sublease to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due , that Sublandlord or Master Landlord may reasonably request, in accordance with Sections 17 and owing under 19.16 of the Master Lease. C. Notwithstanding anything to the contrary , which are incorporated herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect by this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; reference (provided, neverthelesshowever, that in the event of any such default or failure of performance by Master Landlordterms “Tenant” and “Subtenant” shall be deemed to mean “Subtenant” and the “Subleased Premises”, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Leaserespectively).

Master Lease. A. All Sublandlord and Subtenant acknowledge and agree that this Sublease is a sublease and is subject and subordinate to the obligations contained in Master Lease. Sublandlord and Subtenant agree as follows with respect to the Master Lease: (a) Attached hereto as Exhibit A is a true, correct and complete copy of the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by certain economic provisions not applicable to Subtenant or this SubleaseSublease deleted), and all rights and privileges contained in Subtenant represents that it has reviewed the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to is thoroughly familiar with the extent terms and conditions of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform . (b) Subtenant shall comply with all of the terms and conditions of the Master Lease applicable to the Subleased Premises and shall perform all of the obligations of Sublandlord under the Master Lease applicable to the Subleased Premises first arising from and after the Commencement Date, provided that Subtenant shall not be required to pay the “Base Rent” or any “Additional Rent” payable by Sublandlord to the Master Landlord under the Master Lease. (c) Subtenant shall not do anything which would constitute a default under the Master Lease or omit to do anything which Subtenant is obligated to do under the terms of this Sublease which would constitute a default under the Master Lease. (d) Except as specifically provided in this Sublease, Subtenant shall not be granted or have the right to exercise any of the rights, remedies or elections granted to Sublandlord under the Master Lease. Specifically, without limitation, Subtenant shall not have the right to exercise any of the following rights nor shall the rights and provisions set forth in the following sections of the Master Lease be applicable to this Sublease: (i) subject to Subtenant’s rights pursuant to Section 8 above, any of the provisions of Paragraph 2 of the Master Lease; (ii) any of the provisions of Paragraph 3 of the Master Lease; (iii) the right to engage a janitorial service pursuant to Paragraph 5(k) of the Master Lease; (iv) except with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform break room currently located in the terms and conditions Subleased Premises, any of the provisions of Paragraph 7(g) of the Master Lease and Lease; (v) any of the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause provisions of Paragraph 10 of the Master Lease; (vi) any of the termination rights in the event of a condemnation described in Paragraph 11(a) of the Master Lease; (vii) any of the termination rights in the event of a casualty as described in Paragraph 13 of the Master Lease; (viii) subject to Subtenant’s rights pursuant to Section 12 below, or any of the provisions of Paragraph 27 of the Master Lease; (ix) any of the provisions of Paragraph 28 of the Master Lease; (x) any of the rights of Sublessor first offer as tenant described in Paragraph 30 of the Master Lease; or (xi) any of the renewal options described in Paragraph 32 of the Master Lease. (e) Subtenant shall not take any action or give any notice under the Master Lease without the prior written consent of Sublandlord. (f) Sublandlord shall have no liability to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable Subtenant for any damage, claim or penalty. Sublessee agrees, defaults of the Master Landlord under the Master Lease so long as an express inducement for Sublessor executing this Sublease, that if there Sublandlord is any conflict between enforcing the provisions of the Master Lease and Sublandlord complies with its obligations under this Sublease which would permit Sublessee Sublease. (g) Sublandlord agrees to do or comply with all of the obligations of Sublandlord as “Tenant” under the Master Lease. Sublandlord shall cause the Master Landlord to be done any act which is prohibited by comply with all of the obligations of the Master Landlord under the Master Lease then which will or may affect any of Subtenant’s rights under this Sublease. Sublandlord shall not terminate the Master Lease or mutually agree with the Master Landlord to rescind the Master Lease, except as permitted in Sections 28 and 29 of this Sublease. Sublandlord shall not amend or modify any of the terms of the Master Lease if such amendment or modification affects any of Subtenant’s rights hereunder, increases any of Subtenant’s obligations hereunder or reduces any of Master Landlord’s obligations under the Master Lease applicable under this Sublease. Subtenant will not have any claim against Sublandlord based on the Master Landlord’s failure or refusal to comply with any of the provisions of the Master Lease shall prevail. B. Sublessee shall pay unless that failure or refusal is a result of Sublandlord’s (i) act or failure to Sublessor, within ten act or (10ii) days after demand therefor by Sublessor, Sublessee's Percentage failure to enforce the provisions of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything (h) As between the parties to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; providedonly, nevertheless, that in the event of any such default or failure a conflict between the terms of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master LeaseLease and the terms of this Sublease, the terms of this Sublease will control.

Master Lease. A. All This Sublease must follow and is subject to the original lease agreement between the Sublessor and Landlord, a copy of which has been attached and is hereby referred to and incorporated as if it were set out here at length (“Master Lease”). The Sublessee agrees to assume all of the obligations contained and responsibilities of the Sublessor under the Master Lease for the duration of the Sublease. All disclosures and statements required by the state and listed in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall are made part of this Sublease and, when attached, will be borne by Sublessor and considered disclosed to the Sublessee in accordance with state and local laws. XIV. ADDITIONAL TERMS AND CONDITIONS. [ADDITIONAL TERMS & CONDITIONS] Sublessor’s Signature: Date: Print Name: Sublessee’s Signature: Date: Print Name: Landlord’s Consent I, the Sublessor's Percentage and Landlord, hereby give my consent to subletting the Sublessee's Percentage, respectively, except above-described Premises as modified and amended by set out in this Sublease. Landlord’s Signature: Date: Print Name: Post navigation A sublease agreement is a binding document formed between the existing tenant (lessee) to a property and a new subtenant (sublessee). The form establishes the rules and expectations that the subtenant is required to follow.The form is often used when a tenant, who has a considerable length of time left on their lease, wishes to leave the property and live somewhere else for the remainder of the lease. Even after the sublease is signed, the original lease agreement signed with the landlord remains in effect. Furthermore, the landlord will still expect regular rent payments from the original tenant.What does this mean? If the sublessee stops paying rent for whatever reason, the original tenant will have to come up with the payment on their own.Overview:Used for setting rules and conditions that a new tenant is required to ▇▇▇▇▇▇.▇▇ a form designed for tenants (not to be used by landlords).The original tenant is still liable for paying rent, taking good care of the rental, etc.Requesting more rent from a sublessee than what the original lease states is often ▇▇▇▇▇▇▇.▇▇▇ to SubleaseThe following is a guide for entering into a sublease as the sublessor (tenant that originally rented the property):Step 1 – Determine if Subleasing is PermittedThe first step a tenant should take in the subleasing process is to examine the lease agreement that was signed with the landlord. More often than not, there will be an entire section dedicated to subleasing.If the agreement permits subleasing (or doesn’t reference it):If it says something along the lines of “subleasing requires landlord approval,” all the tenant has to do is inform the landlord that they will be subleasing and provide them with information on the new sublessee – in the majority of cases, they will receive permission to introduce the new tenant. In the case it doesn’t contain a section regarding subleasing, the tenant will most likely be permitted to sublease after contacting the landlord, as the majority of state’s laws permit subleasing even if it is not included in the lease.If the agreement does NOT permit subleasing:On the other hand, if the lease strictly prohibits subleasing, the tenant may be out of luck. However, reaching out to the landlord and explaining the situation can result in them allowing it. Before reaching out to the landlord, understanding how they see subleasing is important:When a landlord looks for a tenant, they go through significant amounts of screening; rental applications, interviews, background checks, and references are all rights used to determine if an applicant is worthy of renting a unit. When a tenant wants to introduce their own tenant, how can the landlord know the new tenant will follow all of the property’s rules? In the majority of cases, they can’t. That is why some landlords decide to ban it outright.However, if a tenant contacts their landlord and privileges contained in states they will 1) follow due-diligence when looking for a sublessee, 2) send the Master Lease conferred upon Sublessor landlord a draft of the sublease (as Tenant thereinfor confirmation that it includes all necessary conditions), and 3) confirm they understand they are hereby conferred still liable for paying the rent and imposed upon Sublessee, any damage to the extent property, the landlord may permit subleasing to occur.Step 2 – Find a TenantAssuming the tenant received permission to sublease, they can now begin their search. Because the “wrong” sublessee can cause significant amounts of Sublessee's Percentagetrouble for a tenant – care and caution should be taken throughout the entire process.Oftentimes, the easiest sublessees to find are those that the tenant personally knows. Sublessor covenants So long the tenant trusts them, entering into an agreement with a friend or relative can make for a quick and agrees it will make payment painless process.The best methods for finding a suitable subtenant include:1. Online postingsOne of the rentals reserved under most common places to look for subtenants is Craigslist. While the Master Lease as and when duesite can be promising, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevailit’s undoubtedly a ▇▇▇▇▇▇. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. All (a) Borrower shall, at its sole cost and expense, promptly and timely perform and observe all the obligations contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentagematerial terms, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved conditions required to be performed and observed by Borrower as lessee under the Master Lease as (including, but not limited to, the payment of all rent, additional rent and when due, will perform Sublessor's insurance obligations other charges required to be paid under the Master Lease). (b) If Borrower shall be in default beyond all applicable notice and cure periods under the Master Lease, and will otherwise fully and faithfully perform then, subject to the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or Borrower shall grant Lender the rights of Sublessor as tenant right (but not the obligation), to cause such default under the Master Lease to be endangeredremedied and otherwise exercise any and all rights of Borrower under the Master Lease, cancelledas may be necessary to prevent or cure any default provided such actions are necessary to protect Lender’s interest under the Loan Documents, terminatedand Lender shall have the right to enter all or any portion of the Property at such times and in such manner as Lender deems reasonably necessary, forfeited to prevent or surrenderedto cure any such default, subject to the terms of the Master Lease. (c) The actions or payments of Lender to cure any default by Borrower under the Master Lease shall not remove or waive, as between Borrower and Lender, the default that occurred under this Agreement by virtue of the default by Borrower under the Master Lease. All sums expended by Lender to cure any such default shall be paid by Borrower to Lender, upon demand, with interest on such sum at the then applicable Interest Rate from the date such sum is expended to and including the date the reimbursement payment is made to Lender. All such indebtedness shall be deemed to be secured by the Security Instruments. (d) Borrower shall notify Lender in writing of the occurrence of any material default by Master Lessor of which Borrower has knowledge promptly after Borrower becomes aware of the same, and the receipt by Borrower of any notice from Master Lessor under the Master Lease claiming the occurrence of any default by Borrower under the Master Lease. Borrower shall promptly deliver to Lender a copy of any such written notice of default. (e) Within ten (10) days after receipt of written demand by Lender, Borrower shall use reasonable efforts to obtain from Master Lessor and furnish to Lender the estoppel certificate of Master Lessor stating (i) that the Master Lease is in full force and effect, (ii) the date through which rent has been paid, (iii) whether or not there are any defaults thereunder and specifying the nature of such claimed defaults, if any and (iv) any other information that Lender may reasonably request. (f) Borrower shall promptly execute, acknowledge and deliver to Lender such instruments as may be reasonably required to permit Lender to cure any default under the Master Lease or permit Lender to take such other action required to enable Lender to cure or remedy the matter in default and preserve the security interest of Lender under the Loan Documents with respect to the Property. Borrower irrevocably appoints Lender as its true and lawful attorney-in-fact to do, in its name or otherwise, after the occurrence of an Event of Default for which Lender has accelerated the Loan, any and all acts and to execute any and all documents that are necessary to preserve any rights of Borrower under or with respect to the Master Lease, including, without limitation, the right to effectuate any extension or renewal of the Master Lease, or which would or might cause Sublessor to be preserve any rights of Borrower whatsoever in default thereunder or liable for respect of any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions part of the Master Lease (and the above powers granted to Lender are coupled with an interest and shall be irrevocable). (g) Notwithstanding anything to the contrary contained in this Sublease which would permit Sublessee Agreement with respect to do the Master Lease: (i) The Lien of the Security Instruments attaches to all of Borrower’s rights and remedies at any time arising under or cause pursuant to be done any act which is prohibited by Subsection 365(h) of the Bankruptcy Code, including, without limitation, all of Borrower’s rights, as debtor, to remain in possession of the Property. (ii) Borrower shall not, without Lender’s written consent, elect to treat the Master Lease then as terminated under subsection 365(h)(l) of the provisions Bankruptcy Code. Any such election made without Lender’s prior written consent shall be void. (iii) As security for the Debt, Borrower unconditionally assigns, transfers and sets over to Lender all of Borrower’s claims and rights, if any, to the payment of damages arising from any rejection by Master Lessor under the Master Lease under the Bankruptcy Code. Lender and Borrower shall proceed jointly or in the name of Borrower in respect of any claim, suit, action or proceeding relating to the rejection of the Master Lease, including, without limitation, the right to file and prosecute any proofs of claim, complaints, motions, applications, notices and other documents in any case in respect of Master Lessor under the Bankruptcy Code. This assignment constitutes a present, irrevocable and unconditional assignment of the foregoing claims, rights and remedies, and shall continue in effect until all of the Debt shall have been satisfied and discharged in full. Any amounts received by Lender or Borrower as damages arising out of the rejection of the Master Lease as aforesaid shall prevailbe applied to all out-of-pocket costs and expenses of Lender (including, without limitation, attorney’s fees and costs) incurred in connection with the exercise of any of its rights or remedies in accordance with the applicable provisions of this Agreement. B. Sublessee (iv) If, pursuant to subsection 365(h) of the Bankruptcy Code, Borrower seeks to offset, against the rent reserved in the Master Lease, the amount of any damages caused by the nonperformance by Master Lessor of any of its obligations thereunder after the rejection by Master Lessor of the Master Lease under the Bankruptcy Code, then Borrower shall pay not effect any offset of the amounts so objected to Sublessor, by Lender. If Lender has failed to object as aforesaid within ten (10) days after demand therefor notice from Borrower in accordance with the first sentence of this subsection, Borrower may proceed to offset the amounts set forth in Borrower’s notice. (v) If any action, proceeding, motion or notice shall be commenced or filed in respect of Master Lessor of all or any part of the Property in connection with any case under the Bankruptcy Code, Lender and Borrower shall cooperatively conduct and control any such litigation with counsel agreed upon between Borrower and Lender in connection with such litigation. Borrower shall, upon demand, pay to Lender all costs and expenses (including reasonable attorneys’ fees and costs) actually paid or actually incurred by SublessorLender in connection with the cooperative prosecution or conduct of any such proceedings. All such costs and expenses shall be secured by the Lien of the Security Instruments. (vi) Borrower shall promptly, Sublessee's Percentage after obtaining knowledge of such filing notify Lender orally of any filing by or against Master Lessor of a petition under the Bankruptcy Code. Borrower shall thereafter promptly give written notice of such filing to Lender, setting forth any information available to Borrower as to the date of such filing, the court in which such petition was filed, and the relief sought in such filing. Borrower shall promptly deliver to Lender any and all sums notices, summonses, pleadings, applications and other documents received by Borrower in connection with any such petition and any proceedings relating to such petition. (except fixed annual rent payable vii) if Lender, its nominee, designee, successor, or assignee acquires title and/or rights of Borrower under the Master Lease by reason of foreclosure of the applicable Security Instruments, deed in lieu of foreclosure or otherwise, such party shall (x) succeed to all of the rights of and benefits accruing to Borrower under the Master Lease, and (y) due pursuant be entitled to exercise all of the Master Lease. Sublessor shall not demand such payment prior rights and benefits accruing to the date which is thirty (30) days before the date any such sum shall be due and owing Borrower under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. (a) All the rights and obligations of TFS contained in the Master Lease as they relate to the Sublet Premises are hereby conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectivelyBrillian, except as expressly modified and amended by this Sublease. The rights of TFS in Sections 9, 15, 16, 17, 24(g), and all rights and privileges contained in 24(l) of the Master Lease are expressly not conferred upon Sublessor (as Tenant thereinBrillian and Brillian expressly acknowledges that it shall not be entitled to any of the rights of TFS in Sections 9, 15, 16, 17, 24(g), are hereby conferred and imposed upon Sublessee, to 24(l) of the extent of Sublessee's PercentageMaster Lease. Sublessor Brillian covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully to perform the terms and conditions of the Master Lease with respect as they relate to the Sublessor's Percentage. Sublessee covenants Sublet Premises and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the this Sublease on its part to be performed, including, but not limited to, all maintenance and repair obligations and all compliance with law obligations. Neither the Sublessor nor Sublessee Brillian shall not do or cause to be done or suffer or permit any act which to be done that would or might cause the Master Lease, or the rights of Sublessor TFS as tenant under the Master Lease Lease, to be endangered, cancelledcanceled, terminated, forfeited forfeited, or surrendered, or which that would or might cause Sublessor TFS to be in default thereunder or liable for any damage, claim claim, or penalty. Sublessee Brillian agrees, as an express inducement for Sublessor TFS's executing this Sublease, that if there is any conflict between the provisions of this Sublease and the provisions of the Master Lease and this Sublease which that would permit Sublessee Brillian to do or cause to be done or suffer or permit any act which or thing to be done that is prohibited by the Master Lease Lease, then the provisions of the Master Lease shall prevail. B. Sublessee shall pay to Sublessor. All rights, within ten (10) days after demand therefor by Sublessorremedies, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant indemnifications given to the Master LeaseLandlord in the Master Lease are hereby given to TFS under this Sublease. (b) If any event occurs that would permit TFS to terminate the Master Lease as it relates to the Sublet Premises, Brillian shall notify TFS of such occurrence and of its recommendations immediately with regard to such termination rights. Sublessor TFS shall decide in its reasonable discretion whether or not demand to terminate the Master Lease and shall give Brillian written notice of such payment prior decision. If TFS elects to terminate the Master Lease as it relates to the Sublet Premises, this Sublease shall terminate on the earlier of the date of termination of the Master Lease or the date which is thirty (30) days before after Brillian's receipt of such written notice from TFS. In the date any such sum shall be due and owing under event that TFS elects to terminate the Master Lease. C. Notwithstanding anything Lease prior to the contrary herein contained, Sublessor shall have no duty itself providing notice to perform any obligations of the Master Landlord, nor shall TFS must provide prior written notice to Brillian of its intent to terminate this Sublease, and within five (5) days after the receipt of such default notice from TFS, Brillian may notify TFS in writing that it intends to continue possession of the Master Landlord affect Sublet Premises under the terms and conditions of this Sublease or waive or defer the performance Sublease, in which case, TFS shall not exercise its right of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations termination under the Master LeaseLease as it relates to the Sublet Premises. In addition, TFS agrees that it shall not exercise its one-time cancellation option granted under the Second Amendment to Lease as it relates to the Sublet Premises without the prior written consent of Brillian.

Master Lease. A. All (a) Except as otherwise expressly provided in Subsection 2(b) below, the obligations contained in the Master Lease conferred covenants, agreements, provisions and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent conditions of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, are made a part of and will incorporated into this Lease as if recited in full in this Lease, except that the following sections of the Master Lease are not incorporated by reference: Articles 1, 2, 3.01, 2nd paragraph of 3.03, 3.05, 2nd paragraph of 4.01(a), 4.05, 5.01, 5.02, 5.03, 5.04, 6, 8, 12, 16 and 21. Except as otherwise fully and faithfully perform expressly modified in this Lease, this Lease is subject to all of the terms and conditions of the Master Lease with respect Lease. As applied to this Lease, the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of word tenant in the Master Lease and will be deemed to refer to Tenant under this Lease. The obligations of the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease (other than the obligation to pay rent under the Master Lease) will be endangereddeemed the obligations of the Tenant under this Lease and the rights of the landlord under the Master Lease will be deemed the rights of the Landlord under this Lease. Tenant hereby assumes and agrees to perform the obligations of Landlord as Tenant under the Master Lease to the extent such terms and conditions are applicable to the Premises subleased pursuant to this Lease. As between the parties to this Lease only, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any the event of a conflict between the provisions terms of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by Lease, the terms of this Lease will control. Notwithstanding the foregoing, Landlord does not assume the obligations of Master Lease then Landlord under the provisions of the Master Lease Lease, but shall prevail. B. Sublessee shall pay use commercially reasonable efforts in attempting to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon cause Master Landlord to perform its obligations under the Master Lease for the benefit of Tenant. (b) Tenant shall not commit or permit to be committed on the Premises any act or omission which would violate any term, covenant or condition of the Master Lease. In the event of the termination of Landlord's interest as tenant under the Master Lease due to Tenant's act or omission, then this Lease shall terminate automatically without any liability of Landlord to Tenant. If the Landlord's interest as tenant under the Master Lease is terminated for any reason other than Tenant's act or omission, and if it is not possible for Lease to be assumed by Master Landlord, this Lease shall terminate automatically and Tenant shall have a claim against Landlord for reasonable damages suffered by reason of such termination. Whenever the consent of Master Landlord is required under the Master Lease, (i) the consent of Landlord shall also be required under this Lease and (ii) provided Landlord shall grant its consent, at Tenant's sole cost and expense, Landlord agrees to use its reasonable, good faith efforts to obtain Master Landlord's consent of Tenant. (c) Tenant recognizes that Landlord is not in a position to render any of the services or to perform any of the obligations required of Master Landlord by the terms of the Master Lease, and Landlord's sole obligation with respect to such performance shall be to use commercially reasonable efforts to obtain Master Landlord's compliance with the Master Lease upon Tenant's written request. Landlord will not be liable to Tenant for any default of the Master Landlord under the Master Lease. Tenant will not have any claim against Landlord based on the Master Landlord's failure or refusal to comply with any of the provisions of the Master Lease unless that failure or refusal is a result of Landlord's act or failure to act. Despite Master Landlord's failure or refusal to comply with any of those provisions of the Master Lease, this Lease will remain in full force and effect and Tenant will pay the Basic Rent (hereinafter defined) and all other charges provided for in this Lease without any abatement, deduction or setoff. (d) At any time and on prior notice to Tenant and with the written consent of Master Landlord, Landlord may elect to require Tenant to perform its obligations under this Lease directly to Master Landlord, and Tenant shall do so on Landlord's election in which event Tenant shall send to Landlord from time to time copies of all notices and other communications it shall send to and secure from Master Landlord.

Master Lease. A. All the obligations contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage agree that at all times this Sublease is and the Sublessee's Percentage, respectively, except as modified shall be subject and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, subordinate to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penaltyBylaws and Declarations. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between agrees to abide by the provisions of the Master Lease that are specifically incorporated herein and this Sublease which would permit Sublessee Declarations (to do the extent applicable to Sublessee); provided, however, Sublessor agrees that it shall not (x) enter into or cause consent to be done any act which is prohibited by amendment to or modification of the Master Lease then without Sublessee’s prior consent, which consent shall not be unreasonably withheld, conditioned or delayed (except that no consent by Sublessee shall be required in connection with an amendment to the amount of the “Base Monthly Rent” under the Master Lease), unless such amendment or modification of the Master Lease would materially adversely affect Sublessee, in which instances, such consent may be withheld in the sole and absolute discretion of Sublessee, or (y) amend or modify the Declarations without Sublessee’s prior consent, which consent may be withheld in the sole and absolute discretion of Sublessee. Sublessee hereby acknowledges that it has received a copy of the Master Lease, the Bylaws and the Declarations and has examined and approved same. Sublessor, at Sublessee’s written request, agrees to use commercially reasonable efforts to enforce (which efforts need not include the threat, commencement, pursuit or prosecution of any legal action) any representations, warranties, covenants and agreements of Master Landlord contained in the provisions of the Master Lease that are specifically incorporated herein, provided that if Master Landlord shall prevail. B. be in default under the Master Lease, Sublessor shall, on written notice from Sublessee, diligently prosecute such action to require Master Landlord to cure such default. Sublessee agrees to cooperate with Sublessor in the prosecution of any such action. To the extent the enforcement of rights pertains solely to the Subleased Premises, Sublessee shall pay be entitled to Sublessormake all decisions regarding the prosecution of such claim against Master Landlord, including, without limitation, decisions regarding hiring of legal counsel and settlement decisions. To the extent the enforcement of rights pertains solely to the Subleased Premises, Sublessee shall reimburse Sublessor within ten (10) days after following written demand therefor for the full amount of all reasonable and actual out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by SublessorSublessor in attempting to enforce the Master Lease. If a conflict exists between provisions of this Sublease and provisions of the Master Lease that are specifically incorporated herein, Sublessee's Percentage then notwithstanding the foregoing, the provisions of this Sublease (vis-à-vis Sublessee and Lessor) shall prevail. For the avoidance of doubt, mere silence on an issue in this Sublease shall not constitute a conflict. If any and all sums (except fixed annual rent payable act or omission by Sublessee hereunder shall constitute a default under the Master Lease, the time period for Sublessee to cure such default hereunder shall be deemed to be five (5) due pursuant days prior to the time period to cure such default under the Master Lease. If either Sublessor shall not or Sublessee receives any notice or demand such payment prior to from the date which is thirty (30) days before the date any such sum shall be due and owing Master Landlord under the Master Lease. C. Notwithstanding anything , the recipient shall promptly deliver a copy thereof to the contrary herein containedother party hereto. All defined terms in this Sublease shall have the same meaning as in the Master Lease, except as otherwise noted herein. Sublessor shall have no duty itself not do or permit to perform be done any obligations act or thing which will constitute a breach or violation of any of the terms, covenants, conditions, or provisions of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease Lease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master LeaseDeclarations.

Master Lease. A. All the obligations contained in (a) This Sublease is subject and subordinate to the Master Lease conferred and imposed upon Sublessor (as Tenant therein) to all mortgages and deeds of trust which may now or hereafter affect the Property, and to any and all renewals, modifications, consolidations, replacements and extensions thereof; provided, however that Sublandlord shall be borne by Sublessor and Sublessee not modify the Master Lease in accordance with any manner which would diminish Subtenant’s rights or increase Subtenant’s obligations under this Sublease. If for any reason the Sublessor's Percentage and Master Lease terminates before the Sublessee's Percentage, respectively, except as modified and amended by expiration of the term of this Sublease, and all rights and privileges contained in this Sublease shall also terminate automatically. (b) Except to the extent that this Sublease conflicts with the terms of the Master Lease conferred upon Sublessor (as Tenant therein)and subject to and without limitation on Sublandlord’s warranties and covenants contained in this Sublease, are hereby conferred and imposed upon SublesseeSubtenant agrees, to the extent applicable to the Sublease Premises only, to assume, perform, and be bound by all obligations and responsibilities of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved Sublandlord as “Lessee” under the Master Lease as and when due, will perform Sublessor's insurance obligations under set forth in the Master Lease, except with respect to payment of rent, Security Deposit, and will otherwise fully any other sums provided for herein which shall be governed by this Sublease; and, provided, that Sections 1: Basic Terms (except for Operating Cost Reimbursements), 2.1, 2.2, 2.3, 2.4, 2.5, 2.6, 3.2, 3.3, 3.5, 3.6, 9.1, and faithfully Exhibits D, E, F, and Rider 2 of the Master Lease shall not apply to this Sublease. Tenant shall not be responsible for failure of the Sublease Premises to comply with Access Laws, Sublandlord shall perform all of its covenants under the terms Master Lease and conditions shall, for the benefit of Subtenant, perform all of the Master landlord’s covenants under the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants Sublease Premises and/or enforce the Master landlord’s warranties and agrees to otherwise fully and faithfully perform the terms and conditions of representations under the Master Lease and Master landlord’s obligation to perform all of its covenants under the Sublease on its part Master Lease. To the extent that Subtenant desires to be performedexercise a right which is subject to Master landlord’s consent, Sublandlord shall submit to Master landlord and prosecute such request for consent, at Subtenant’s cost. Neither Sublandlord nor Subtenant shall neither do nor permit (to the Sublessor nor Sublessee shall do extent affirmatively obligated elsewhere in the Master lease or cause this Sublease to take action to prevent) anything to be done any act which that would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, terminated or forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage reason of any and all sums (except fixed annual rent payable under the right of termination or forfeiture reserved or vested in Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing landlord under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. All Tenant represents to Subtenant that as of the obligations contained in effective date of this Sublease: (a) Tenant has delivered to Subtenant a complete copy of the Master Lease conferred (which may contain redacted business terms), which represents all agreements between Landlord and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with relating to the Sublessor's Percentage and the Sublessee's Percentageleasing, respectively, except as modified and amended by this Subleaseuse, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment occupancy of the rentals reserved under the Master Lease as Subleased Premises, and when due, will perform Sublessor's insurance obligations (b) Tenant has not received notice of an uncured breach or default from Landlord under the Master Lease. Tenant shall not agree to an amendment to the Master Lease which would have an adverse effect on Subtenant’s occupancy of the Subleased Premises or its intended use of the Subleased Premises, without obtaining Subtenant’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. Subtenant represents that it has read and will otherwise fully and faithfully perform is familiar with the terms and conditions of the Master Lease with respect Lease. This Sublease is subject to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant subordinate to the Master Lease. Sublessor If the Master Lease terminates, this Sublease shall not demand such payment prior automatically terminate. Tenant and Subtenant shall not, by their omission or act, do or permit anything to the date be done which is thirty (30) days before the date any such sum shall be due and owing would cause a default under the Master Lease. C. Notwithstanding anything . If the Master Lease terminates or is forfeited as a result of a default or breach by Tenant or Subtenant under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the contrary herein containednon-defaulting party for the damage suffered as a result of such termination or forfeiture. Tenant shall exercise diligent, Sublessor shall have no duty itself commercially reasonable efforts to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master cause Landlord to perform its obligations under the Master Lease for the benefit of the Subtenant. All the terms, covenants and conditions contained in the Master Lease are incorporated into and made a part of this Sublease by this reference as if Tenant were the landlord under the Master Lease, the Subtenant were the tenant under the Master Lease, and the Subleased Premises were the Master Premises, except as may be inconsistent with the terms contained in this Sublease and except for the following: (none if not specified).

Master Lease. A. All the obligations contained in the a. This Lease shall become effective only upon execution and delivery thereof by both parties and upon Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the SublessorLandlord's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, written consent to the extent terms of Sublesseethis Lease. Landlord shall use best efforts to obtain Master Landlord's Percentage. Sublessor covenants written consent at Landlord's sole cost and agrees it will make expense, including payment of the rentals reserved under the any reasonable fee charged by Master Landlord, in connection with this Lease. Tenant acknowledges that this Lease as is subject and when due, will perform Sublessor's insurance obligations under subordinate to the Master Lease, and will otherwise fully and faithfully perform a set forth in the terms and conditions second paragraph of Section 17 of the Master Lease with respect Lease. b. Landlord represents and warrants to the Sublessor's Percentage. Sublessee covenants Tenant that, attached hereto as EXHIBITS C AND D are, respectively, a true and agrees to otherwise fully and faithfully perform the terms and conditions correct copy of the Master Lease and the Sublease on its part waiver of Avent, Inc. to be performed. Neither lease the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause Premises and that as of the date hereof there are no Building rules and regulations under the Master Lease, . c. Landlord will not cause or the rights of Sublessor as tenant knowingly allow to be caused any default under the Master Lease which shall remain uncured at the expiration of the applicable cure period set forth therein, unless such default arises out of a failure by Tenant to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor perform its obligations under this Lease. Landlord will deliver to be in Tenant a copy of any notice of default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of by Landlord under the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor receipt thereof by SublessorLandlord. In addition, Sublesseein the event Landlord is in default under the Master Lease and such default continues beyond the expiration of the applicable grace period set forth therein (a "CONTINUING DEFAULT"), Tenant shall thereafter have the right (but not the obligation) to cure such Continuing Default, if Tenant's Percentage cure of such Continuing Default is acceptable to Master Landlord and provided that Tenant gives Landlord prior written notice of such undertaking (PROVIDED, FURTHER, that if any such cure is of a non-monetary default, Tenant acknowledges that Tenant's right to effect any such cure shall be subject to the consent of the Master Landlord and that, in all sums (except fixed annual rent payable events, any such cures shall be subject to the terms of Section 19 of the Master Lease and coterminous with the cure rights of Landlord under the Master Lease) due pursuant ). Finally, Tenant acknowledges that, as set forth in the Master Landlord's consent to this Lease, the Master Landlord is willing to attempt to provide a copy to Tenant of any written notices of Events of Default by Master Landlord under the Master Lease that the Master Landlord is obligated to provide to Landlord under the Master Lease. Sublessor , PROVIDED, HOWEVER, that Master Landlord's failure to provide such a copy to Tenant shall not demand such payment prior be deemed to impair or impact the date which is thirty (30) days before validity of any notice of default under the date Master Lease or the right of the Master Landlord to pursue any such sum shall be due and owing of Master Landlord's right or remedies under the Master Lease. C. Notwithstanding anything d. If any event occurs as a result of any actions other than a default by Landlord under the Master Lease which would permit Landlord to terminate the Master Lease as it relates to the contrary herein containedPremises, Sublessor Landlord shall notify Tenant of such occurrence and of its recommendations immediately with regard to such termination rights (the "FIRST NOTICE"). Landlord shall decide in its reasonable discretion whether or not to terminate the Master Lease and shall give Tenant written notice of such decision, provided, however, that if Tenant desires to remain in the Premises Tenant shall have no duty itself the right upon receipt of the First Notice to perform any obligations elect for a period of ten (10) days following receipt of the First Notice to negotiate with the Master Landlord for a direct lease between Master Landlord and Tenant. After the expiration of the aforesaid ten (10) day period, if Landlord still desires to terminate the Master Lease as it relates to the Premises, this Lease shall terminate on the earlier of the date of termination of the Master Lease or the date which is (30) days after Tenant's receipt of a copy of Landlord, nor shall such default 's written notice of termination to the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in Landlord. e. In the event of any such default or failure of performance by Master Landlord, Sublessor Landlord agrees, upon notice from SublesseeTenant, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease and to otherwise cooperate reasonably with Tenant as Tenant may reasonably request, in enforcing the remedies provided in the Master Lease.

Master Lease. A. All Commencing on the obligations contained Closing Date, Buyer, as landlord, shall lease to Seller, as tenant, the Properties pursuant to (i) a separate lease agreement for each Property in the form attached as Schedule 7.3(b) hereto (individually a “Property Lease” and, collectively, the “Property Leases”) and (ii) a separate Master Lease conferred and imposed upon Sublessor Agreement Regarding Leases (each a “Master Agreement”) for each Property Pool in the form attached as Tenant thereinSchedule 7.3(c) hereto. Each Property Pool will be subject to a separate Master Agreement which Master Agreement shall be borne by Sublessor separate and Sublessee independent from each other Master Agreement in accordance with respect of a different Property Pool. Each Property Lease shall have an initial term of ten (10) years, provided that if the Sublessor's Percentage Closing Date is not the first day of a month, the first lease year of the initial term of each Property Lease shall include the partial month in which Closing occurs and the Sublessee's Percentagenext full twelve (12) months. Seller shall have the right to renew the term of each Property Lease for up to forty (40) additional years (i.e., respectively, except a first renewal term of 10 years and 6 additional renewal terms of 5 years each). The Annual Basic Rent for the first lease year under each Property Lease shall be the amount set forth as modified and amended by this Sublease, and all rights and privileges contained “Annual Rent Year 1” in the Property Schedule. Annual Basic Rent under each Property Lease shall be increased by 1.5% annually during the Initial Term and each of the first three Renewal Terms. Annual Basic Rent during each Renewal Term thereafter shall be the fair market rental value of the Properties at the commencement of such Renewal Term and shall be increased by 1.5% annually during the remainder of such Renewal Term. (The terms “Annual Basic Rent,” “Initial Term” and “Renewal Term” have the same meanings in this Agreement as in the form of Property Lease attached as Schedule 7.3(a).) In the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Property Leases and the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, Agreements which relate to the extent of Sublessee's Percentage. Sublessor covenants period from and agrees it will make payment of after Closing, the rentals reserved under Property Leases and the Master Lease as and when dueAgreements shall control, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease including without limitation with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agreesenvironmental indemnities made by Seller, as an express inducement for Sublessor executing this Subleasetenant, that if there is any conflict between the provisions under Section 5.3 of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master each Property Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. All (a) Subtenant takes possession of the obligations Subleased Premises, and enters into this Sublease, subject and subordinate to all of the terms, covenants, conditions, and restrictions of the Master Lease. Neither Sublandlord nor Subtenant shall by act or omission cause a breach of any of the terms, covenants, conditions, and restrictions contained in the Master Lease. Sublandlord shall not agree to, or take any actions giving rise to, any amendment, modification or termination of the Master Lease, waive any provisions under the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with or make any elections, exercise any right or remedy or give any consent or approval under the Sublessor's Percentage and Master Lease that materially adversely impacts the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained obligations of Subtenant hereunder or Sublandlord’s use of the Subleased Premises without Subtenant’s prior written consent; provided that Sublandlord may, without the consent of the Subtenant, exercise any termination right expressly set forth in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, of the date of this Sublease. Except to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment incorporated by reference in this Sublease, none of the rentals reserved terms, covenants, conditions and restrictions of the Master Lease are incorporated herein to define the agreement as between Sublandlord and Subtenant. With respect to any obligation of Subtenant to be performed under this Sublease, wherever the Master Lease grants to Sublandlord a specified number of days after notice or other time condition to perform its corresponding obligation under the Master Lease as and when due(excluding the payment of Rent), will Subtenant shall have two (2) fewer days to perform Sublessor's insurance the obligation, including without limitation curing any defaults. Any default notice or other notice of any obligations (including any billing or invoice for any Rent or any other expense or charge due under the Master Lease) from Master Landlord which is received by Subtenant (whether directly or as a result of being forwarded by Sublandlord) shall constitute such notice from Sublandlord to Subtenant under this Sublease without the need for any additional notice from Sublandlord. (b) Sublandlord shall not be deemed to have made any representation made by Master Landlord in the Master Lease. Moreover, except as otherwise provided herein to the contrary, Sublandlord shall not be obligated: (i) to provide any of the services or utilities that Master Landlord has agreed in the Master Lease to provide; (ii) to make any of the repairs or restorations that Master Landlord has agreed in the Master Lease to make; or (iii) to comply with any Laws or requirements of public authorities with which Master Landlord has agreed in the Master Lease to comply; and will otherwise fully and faithfully Sublandlord shall have no liability to Subtenant on account of any failure of Master Landlord to do so, or on account of any failure by Master Landlord to observe or perform any of the terms and terms, covenants or conditions of the Master Lease required to be observed or performed by Master Landlord; provided Sublandlord agrees to use commercially reasonable efforts to enforce Master Landlord’s obligations under the Master Lease on Subtenant’s behalf. (c) Notwithstanding the foregoing, Sublandlord grants to Subtenant the right to receive all of the services and benefits with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part Subleased Premises that are to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause provided by Master Landlord under the Master Lease. (d) If (i) Subtenant shall fail to perform any of its obligations hereunder and such failure shall continue beyond any cure period provided for herein, or the rights (ii) Master Landlord shall give any notice of Sublessor as tenant failure or default under the Master Lease arising out of any failure by Subtenant to be endangeredperform any of its obligations hereunder then, cancelledin either case, terminatedSublandlord shall have the right (but not the obligation) to perform or endeavor to perform such obligation, forfeited or surrenderedat Subtenant’s expense, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee shall pay to SublessorSubtenant shall, within ten (10) days after demand therefor of Sublandlord’s demands from time to time, reimburse Sublandlord for all costs and expenses incurred by SublessorSublandlord in doing so as Rent. (e) Subtenant shall promptly execute, Sublessee's Percentage acknowledge and deliver to Sublandlord, any certificate or other document evidencing the status of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant Sublease or subordination of this Sublease to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due , that Sublandlord or Master Landlord may reasonably request, in accordance with Sections 17, 19.11 and owing under 19.16 of the Master Lease. C. Notwithstanding anything to the contrary , which are incorporated herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect by this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; reference (provided, neverthelesshowever, that in the event of any such default or failure of performance by Master Landlordterms “Tenant” and “Buildings” shall be deemed to mean “Subtenant” and the “Subleased Premises”, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Leaserespectively).

Master Lease. A. All 5.1 Notwithstanding anything to the obligations contained in contrary herein, the terms of the Master Lease conferred are incorporated herein by reference, and imposed upon Sublessor (shall, as Tenant therein) shall be borne by between Sublessor and Sublessee in accordance with (as if they were the Sublessor's Percentage Master Lessor and the Sublessee's PercentageMaster Tenant, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease and as and when due, will perform Sublessor's insurance obligations if the Premises were the Master Premises under the Master Lease) constitute the terms of this Sublease except to the extent that they do not relate to the Premises. Without limiting the generality of the foregoing and in consideration of the provisions of Sections 1, 2, and will otherwise fully 3 hereof: 5.1.1 Sublessee shall procure all insurance coverage required to be procured by the tenant, and faithfully perform satisfy all Insurance Requirements, under the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Premises and, in addition to the parties required to be named as additional insureds on the policy or policies carried to reflect such coverages, Sublessee covenants shall name Sublessor as an additional insured on such policies. 5.1.2 Sublessee shall comply with all Legal Requirements, pay all Impositions, and agrees otherwise satisfy all other requirements of Sublessor as and to otherwise fully and faithfully perform the terms and conditions extent set forth in the Master Lease. 5.2 All obligations to be performed by Sublessor as Lessee under the Master Lease, to the extent that they relate to the Premises including the applicable provisions of the Master Lease and incorporated herein, shall be performed by Sublessee; provided, that, notwithstanding the Sublease on its part to foregoing, under no circumstances shall Sublessor be performedrelieved from liability, or from any other of Sublessor’s obligations, under the Master Lease. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause perform all other obligations of Tenant under the Master Lease and shall keep the Master Lease, as it pertains to the Premises, in full force and effect. Sublessee's obligations shall run to Sublessor and to Master Lessor. Sublessee shall not do, omit to do, or the rights permit to be done or omitted, any act thing which is, or with notice or lapse of Sublessor as tenant time or both would be, a default under the Master Lease or result in the termination of the Master Lease by the Master Lessor with respect to the Premises. 5.3 Sublessor will cooperate with Sublessee to cause Master Lessor to perform Master Lessor's obligations under the Master Lease with respect to the Premises. Sublessee acknowledges that Sublessor has assumed all of the obligations of Master Lessor as between Sublandlord and Sublessee and agrees to perform the terms, covenants or conditions contained in the Master Lease on the part of the Master Lessor to be endangeredperformed, cancelled, terminated, forfeited whether with respect to the Premises or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penaltyotherwise. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there shall not be entitled to rental abatement under the Sublease in the event of the non-performance by Master Lessor under the Master Lease. 5.4 This Sublease is any conflict between subject and expressly subordinate in all respect to the Master Lease and to all of the terms and provisions of the Master Lease and to the rights of the Master Lessor and Sublessee accepts this Sublease which would permit Sublessee subject to do or cause to be done any act which is prohibited by the Master Lease then each and all of the provisions of the Master Lease, as well as any amendments or supplements to the Master Lease hereafter made between Sublessor and Master Lessor. 5.4.1 If any dispute with respect to the interpretation, construction or operation of any provision of the Master Lease is resolved or settled by Sublessor and Master Lessor by litigation, arbitration or otherwise, such resolution or settlement shall be final and conclusive and binding on Sublessee to the same extent that such resolution or settlement is final, conclusive and binding on Master Lessor and Sublessor. 5.4.2 In the event of a conflict between the provisions of this Sublease and the Master Lease, the Master Lease shall prevailcontrol. B. 5.5 Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage not interfere in any manner with the exercise of any of the rights, powers, privileges and all sums (except fixed annual rent payable other remedies available to Master Lessor under the Master Lease) due pursuant , and shall cooperate to enable Master Lessor to obtain the Master Lease. Sublessor shall not demand such payment prior to benefit of, including without limitation, the date which is thirty (30) days before transfer of all Required Governmental Approval upon the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations expiration or earlier termination of the Master LandlordSublease to satisfy the Health Care Requirements and other requirements to operate the Facility for the Primary Intended Use, nor shall such default including all certificate of need rights to satisfy all Legal Requirements authorizing and permitting the use of the Master Landlord affect this Sublease Premises as one or waive or defer more of the performance of any of Sublessee' s obligations hereunder; providedFacilities, neverthelessas applicable (collectively, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease"CON").

Master Lease. A. All the obligations contained in This Sublease is subject and subordinate to the Master Lease conferred and imposed upon Sublessor (as Tenant therein) to the matters to which the Master Lease is or shall be borne by Sublessor and Sublessee in accordance subordinate. Except as may be inconsistent with the Sublessor's Percentage terms and provisions hereof, the Sublessee's Percentageterms and provisions of the Master Lease shall be applicable to this Sublease as they relate to the Subleased Premises, respectively, except as modified and amended by shall be incorporated into this Sublease, and all rights and privileges contained in as if Sublandlord was the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved lessor under the Master Lease as and when due, will perform Sublessor's insurance obligations Subtenant was the lessee under the Master Lease. If the terms of this Sublease conflict with the terms of the Master Lease, then the terms of this Sublease shall control. Sublandlord agrees to use its best efforts not to cause a default under the Master Lease. Notwithstanding anything to the contrary contained in this Sublease, Subtenant shall not be deemed to have assumed any obligations of Sublandlord under the Master Lease for the benefit of Master Landlord, as this Sublease is not a direct lease with Master Landlord, and Master Landlord shall not be a third party beneficiary hereof. Without limiting the foregoing, Sublandlord shall make all payments to Master Landlord under the Master Lease. The Subtenant shall not commit or permit to be committed on the Premises any act which would violate any term or condition of the Master Lease (provided that Subtenant shall not be responsible for any acts or omissions by Sublandlord or its Affiliates). At Subtenant’s request, Sublandlord will otherwise fully exercise the rights and faithfully perform the terms and conditions of remedies Sublandlord has under the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants Premises (including the Subleased Premises), and agrees at law or in equity, so designated by Subtenant in its request, including without limitation, the enforcement of Sublandlord’s remedies against Master Landlord for Master Landlord’s failure to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause under the Master Lease. Such rights and remedies shall be pursued diligently by Sublandlord. Subtenant shall be entitled to a proportionate share of the damages and other sums obtained as the result of the exercise of any such rights or remedies by Sublandlord insofar as they relate to the Subleased Premises. If any such default by Master Landlord is not cured to Subtenant’s reasonable satisfaction, or in addition to the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be remedies contained in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee shall pay to SublessorSublease, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor Subtenant shall have no duty itself the right to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect terminate this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon furnishing written notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master LeaseSublandlord.

Master Lease. A. All GELLC acknowledges that the obligations contained in the Master Lease conferred Tribe is a sovereign governmental entity, and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor that sovereign status allows it to enact and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, enforce laws on Coquille tribal land except as modified and amended otherwise contractually bound by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms of this Agreement. CEDCO agrees that any imposition of taxes, costs, fees, expenses, assessments or charges, other than those reasonable charges and conditions of assessments imposed by the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, Tribe or the Tribal Gaming Commission on CEDCO as set forth above, including any act, law, rule or regulation that modifies or adversely affects the Limited Waiver of Sovereign Immunity or affects CEDCO's rights to compel or be the recipient of Sublessor as tenant under an order enforcing the Master Lease binding arbitration, shall constitute a material breach of this Agreement and CEDCO agrees that GELLC shall have the opportunity to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of enforce any and all sums the terms of this Agreement notwithstanding any such changes in tribal law. Such action shall not constitute a material breach if they expressly exempt (except fixed annual rent payable under or "grandfather") business activities conducted on the Master Lease) due pursuant Premises. CEDCO agrees not to modify or waive any provision of Section 29B of the Business Lease dated February 9, 1995, between CEDCO and the Tribe, without the prior written consent of GELLC. Notwithstanding any provision in tribal law, rule or regulation to the Master Lease. Sublessor contrary, CEDCO shall not demand such payment prior to the date which is thirty (30) days before the date be solely responsible for any such sum taxes, cost, fees, expenses, assessments or charges of any kind or nature levied or incurred in violation of this Section. CEDCO and the Tribe shall be due indemnify and owing under hold harmless GELLC from any payments made on such costs, fees, expenses, assessments or charges imposed by the Master Lease. C. Tribe upon GELLC and CEDCO. Notwithstanding anything herein or any provision in tribal law, rule or regulation to the contrary herein containedwhether presently existing or hereinafter arising, Sublessor GELLC's remedy of binding arbitration and compelling and registering the same via court action shall have no duty itself be an available forum and non-exclusive remedy for GELLC to perform any obligations of the Master Landlordredress its grievances, nor shall such default of the Master Landlord affect this Sublease if any, against CEDCO. GELLC may seek a refund, rebate or waive or defer the performance abatement of any tax levied or assessed on the Premises but only if arrangements for paying such tax prior to it becoming a lien on the Premises, together with all interest and penalties, are made to the written satisfaction of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master LeaseCEDCO.

Master Lease. A. All the obligations contained in the Master Lease conferred actual entry and imposed upon Sublessor (as Tenant therein) possession or by notice to Lessee. The receiver so appointed by a court of competent jurisdiction shall be borne empowered to issue receiver's certificates for funds advanced by Sublessor Lessor for the purpose of protecting the value of any Property or the Properties as security for the Obligations. The amounts evidenced by receiver's certificates shall bear interest at the Overdue Rate and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, may be added to the extent of SublesseeObligations if the Lessee or a junior lienholder purchases any Property or the Properties at the trustee's Percentagesale. Sublessor covenants Trustee or any successor acting hereunder may resign and agrees it will make payment thereupon be discharged of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is trusts hereunder upon thirty (30) days before days' prior written notice to Lessor. Regardless of whether Trustee resigns, Lessor may, from time to time, substitute a successor or successors to any Trustee named herein or acting hereunder in accordance with any statutory procedure for such substitution; or if Lessor, in its sole and absolute discretion, so elects, and if permitted by law, Lessor may substitute such successors or successors by recording, in the date any office of the recorder of the county or counties where such sum Property is located, a document executed by Lessor and containing the name of the original Lessee and Lessor hereunder, the book and page where this instrument (or a memorandum hereof) is recorded (and/or instrument number, as applicable) and the name of the new Trustee, which instrument shall be due and owing under conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Master Lease. C. Notwithstanding anything predecessor Trustee, succeed to the contrary herein containedrights, Sublessor shall have no duty itself to perform powers and duties hereunder. It is acknowledged that A POWER OF SALE HAS BEEN GRANTED IN THIS INSTRUMENT; A POWER OF SALE MAY ALLOW LESSOR TO TAKE THE PROPERTIES AND SELL THEM WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY LESSEE UNDER THIS INSTRUMENT. Notwithstanding any obligations of the Master Landlordforegoing, nor shall the Lessor acknowledges that upon the occurrence and continuance of a Lease Event of Default solely under clause (e) of Section 16.1, the Lessor's remedies for such default shall be limited to recovery of the Master Landlord affect this Sublease Loan Balance by liquidation of the Additional Collateral or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Leasethrough other appropriate means.

Master Lease. A. All (a) This Lease is subject and subordinate to the obligations contained in Lease Agreement, dated , 2016 (the “Master Lease”), by and between Landlord, as tenant, and County of ▇▇▇▇▇, a political subdivision of the State of Nevada (“County”), as landlord (the “Master Landlord”), and to any renewal, amendment or modification thereof, and to any mortgage or other encumbrance to which the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Subleaseis subject or subordinate, and to all rights renewals, modifications, consolidations, replacements and privileges contained in extensions thereof. A copy of the Master Lease conferred upon Sublessor (is or will be attached as Exhibit “G” to this Lease. Except as specifically modified in this Lease, during the Lease Term Tenant therein), are hereby conferred shall be bound by and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment shall observe all of the rentals reserved terms and conditions to be observed by Landlord under the Master Lease as fully and when dueto the same extent and effect as though Tenant were the lessee thereunder in the place and stead of Landlord. The Master Lease has a term of fifty (50) years. Any event resulting in termination of the Master Lease by its terms or otherwise shall also automatically result in termination of this Lease, will perform Sublessor's insurance except as otherwise provided or contemplated in Section 2.3 (Attornment) of the Master Lease, consistent with the provisions of subsection (d) below. Landlord agrees not to agree to any amendment to the Master Lease that would have a materially adverse effect on Tenant’s use of the Property or materially diminish Tenant’s rights or materially increase Tenant’s obligations under this Lease, without first obtaining Tenant’s consent. (b) Without limiting the generality of subsection (a) above, Tenant expressly agrees to comply with and be bound by (i) any and all covenants, conditions and restrictions or rules, regulations or standards of operation or conduct contemplated under the terms of the Master Lease, and (ii) the non-discrimination provisions of Article III of the Master Lease, which are hereby incorporated into this Lease by this reference. (c) Without limiting the generality of subsection (a) above, Tenant acknowledges and agrees that Landlord’s covenant of quiet possession or enjoyment (Section 5.08 of this Lease) is expressly subject to the Master Landlord’s rights under the Master Lease, including but not limited to the right to recover the Property (Section 2.20 of the Master Lease), the right to improve or expand McCarran International Airport (Section 3.11 of the Master Lease), and the right to enter and inspect the Property (Section 2.7 of the Master Lease). (d) Without limiting the generality of subsection (a) above, Tenant acknowledges and agrees that this Lease is subject to the attornment provisions of Section 2.3 of the Master Lease. Pursuant to the provisions of such section of the Master Lease, Section 11.01 of this Lease is supplemented by adding the following thereto: If by reason of a default on the part of Landlord as tenant in the performance of the terms of the provisions of the Master Lease, the Master Lease and the leasehold estate of Landlord as ground lessee thereunder are terminated by summary proceedings or otherwise in accordance with the terms of the Master Lease, Tenant will otherwise fully attorn to Master Landlord and faithfully perform recognize Master Landlord as lessor; provided, however, Master Landlord agrees that so long as Tenant is not in default, Master Landlord agrees to provide quiet enjoyment to Tenant and to be bound by all the terms and conditions of this Lease. To confirm the protection afforded Tenant described above, Landlord shall request from Master Landlord an executed Recognition, Nondisturbance and Attornment Agreement substantially in the form of that attached as Exhibit “J” to this Lease, or such other form approved for use by Master Landlord (the “RNDA”). Landlord and Tenant acknowledge and agree that the continued effectiveness of this Lease with respect to is conditioned on Tenant’s receipt of the Sublessor's Percentage. Sublessee covenants RNDA executed by Master Landlord. (e) Without limiting the generality of subsection (a) above, Tenant further acknowledges and agrees to otherwise fully and faithfully perform that Master Landlord must be named as an additional insured on all liability insurance policies maintained by Tenant under the terms and conditions of this Lease (per Section 2.12.2.7.4 of the Master Lease and Lease). (f) As required by the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause terms of Section 2.9 of the Master Lease, should Tenant cause any improvements to be made to the Property, Tenant shall cause any contract with any contractor, designer, or other person providing work, labor, or materials to the rights Property to include the following clause: Contractor agrees on behalf of Sublessor itself, its subcontractors, suppliers and consultants and their employees that there is no legal right to file a lien upon County-owned property, and will not file a mechanic’s lien or otherwise assert any claim against County on account of any work done, labor performed or materials furnished under this contract. Contractor agrees to indemnify, defend and hold County harmless from any liens filed upon County’s property and shall promptly take all necessary legal action to ensure the removal of any such lien at Contractor’s sole cost. (g) Without limiting the generality of subsection (a) above and notwithstanding any contrary language in this Lease, Tenant acknowledges and agrees that in the event Master Landlord requires Landlord to pay any Interim Ground Rent (as tenant under defined in the Master Lease Lease), and such requirement is the result of Tenant’s failure to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be construct the Initial Improvements (as defined in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to within the period required by the Master Lease. Sublessor shall , Tenant alone (and not demand such payment prior to the date which is thirty (30Landlord) days before the date any such sum shall be due and owing under responsible for payment of either (i) Master Landlord’s fifty percent (50%) share of Net Revenue (as defined in the Master Lease), or (ii) Interim Ground Rent, whichever is greater. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. All Lessee shall have no greater rights to the obligations contained in use and occupancy of the Master Lease conferred Suite and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance Premises than Lessor has with the SublessorBuilding under Lessor's Percentage and the SublesseeMaster Lease; in particular, Lessee's Percentage, respectively, except as modified and amended by term under this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublesseeagreement shall not be greater than Lessor's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations term under the Master Lease, and will otherwise fully and faithfully perform . Lessee is bound to Lessor in the terms and conditions of same manner as Lessor is bound to the Master Lease Building with respect to all standard lease provisions (e.g., eminent domain, destruction of building, etc.), as well as the Sublessor's Percentage. Sublessee covenants rules and agrees to otherwise fully and faithfully perform the terms and conditions regulations of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor Building attached hereto as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions Exhibit C. Termination of the Master Lease shall prevail. B. Sublessee terminate this Lease and all of Lessor's obligations hereunder. If Lessor's interest is so terminated, Lessee shall, at the option of Lessor's landlord, attorn to Lessor's landlord and recognize Lessor's landlord as Lessor under this Lease. Lessee shall pay execute and deliver at any time when requested by Lessor's landlord an instrument to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage evidence such attornment. Lessee waives the provision of any and all sums (except fixed annual rent payable under law which may give Lessee any right of election to terminate this Lease or to surrender possession of the Master Lease) due pursuant to Premises by reason of the termination of the Master Lease. Sublessor shall This paragraph does not demand such payment prior obligate Lessee in any way to the date which is thirty Master Lessor of the Building or to anyone else, for anyone else's rent, or any payment whatever, except as expressly set forth in this Lease. At any time, Lessor may terminate this Lease upon sixty (3060) days before written notice to Lessee in the date event that Lessor's interest in the Master Lease is terminated. In the event Lessor's interest in the Master Lease is terminated, Lessee shall, at the option of Lessor's landlord, attorn to Lessor's landlord or Lessor's landlord's designee, and recognize Lessor's landlord or Lessor's landlord's designee as Lessor under this Sublease. Lessee shall execute and deliver at any time when requested by Lessor's landlord an instrument to evidence such attornment. In no event however, shall Lessor's landlord or Lessor's landlord's designee be liable for any previous act or omission by Lessor under this Sublease, or for the return of any advance rental payments or deposits under such agreements that have not been actually delivered to Lessor's landlord or Lessor's landlord's designee, nor shall Lessor's landlord or Lessor's landlord's designee be bound by any modification to any such sum shall be due and owing under agreements executed without Landlord's consent or for any advance rental payments in excess of one month's rent. Lessee waives the provision of any law which may give Lessee any right of election to terminate this Lease or to surrender possession of the Premises by reason of the termination of the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. All This Sublease is subject and subordinate to the Master Lease. Sublessee covenants and agrees that Sublessee shall not by any act or omission, or by any failure to perform its obligations contained under this Sublease, cause any default to occur in the Master Lease conferred and imposed upon Lease, and, subject to the terms of this Sublease, Sublessee shall perform all of the obligations of Sublessor (as Tenant thereinunder the Master Lease which relate to the Sublease Premises as and when required under the Master Lease to the extent such obligations accrue during the Term; provided, however, that nothing contained herein shall require Sublessee to (i) pay any rent due to Master Landlord under the Master Lease, or (ii) restore the Sublease Premises to the condition the same existed on the commencement of the Master Lease. Sublessor shall be borne comply with the terms of the Master lease. Sublessee hereby covenants to abide by Sublessor all of the terms and provisions of the Master Lease as same pertain to the Sublease Premises and Sublessee in accordance with agrees to assume all liabilities and obligations of Sublessor under the Sublessor's Percentage and the Sublessee's Percentage, respectivelyMaster Lease, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublesseeexpressly provided herein, to the extent such liabilities and obligations accrue during the Term of Sublessee's Percentagethis Sublease. Sublessee recognizes that pursuant to the Master Lease, the Master Landlord retained certain rights, privileges, reservations, and benefits with respect to the Building and, more particularly, the Sublease Premises. Sublessee hereby consents and agrees to such rights, privileges, reservations and benefits as set forth in the Master Lease. Nothing contained herein shall be construed or interpreted as limiting the rights or privileges of Master Landlord arising under the Master Lease or by operation of law nor creating any new obligations on Master Landlord under the Master Lease. Sublessor covenants warrants and agrees represents that it will make payment has not received any notice(s) of default under the Master Lease and to the best of Sublessor’s knowledge neither Master Landlord nor Sublessor is in default under the Master Lease and no condition exists which with the passage of time or the giving of notice or both would constitute a default. Sublessor represents that the copy of the rentals reserved Master Lease attached hereto as Exhibit “A” is a true and complete copy of the Master Lease, and Sublessor has not assigned or pledged its interest in the Master Lease. Sublessee shall be entitled to the benefit of any services furnished by the Master Landlord under the terms of the Master Lease (subject to all of the terms, provisions, and limitations of the Master Lease); provided, however, Sublessor shall have no responsibility with respect to such services and Sublessee shall look solely to Master Landlord with respect thereto. Sublessee agrees that Sublessor shall not be liable to Sublessee for damages, delay or for any other claims which result from a breach by Master Landlord under the Master Lease, or that are due to the Master Landlord’s failure to perform under the Master Lease as and when due, will perform requested thereby. Sublessee agrees to look solely to the Master Landlord (and not to Sublessor's insurance ) for performance by Master Landlord for all obligations under the Master Lease, and will otherwise fully and faithfully . If Sublessee reasonably believes in good faith that Master Landlord has failed to perform the terms and conditions of the Master Lease any obligations with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Premises, Sublessee shall do or cause give notice thereof to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in and Sublessor. In the event of any such default or failure of performance by Master LandlordLandlord under the Master Lease, Sublessor agrees, upon receipt of notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease; provided, however, that Sublessee shall bear all reasonable out-of-pocket costs and expenses of Sublessor in connection therewith provided that Sublessee has approved of such costs in advance, and Sublessor shall not be required to expend any funds or incur any out-of-pocket costs in connection with making any such demand upon Master Landlord. Sublessor further agrees, if requested by Sublessee, to cooperate with Sublessee in undertaking any reasonable legal action to enforce said obligations against Master Landlord related to the Sublease Premises provided that Sublessee shall bear all reasonable out-of-pocket costs and expenses of Sublessor in connection therewith (including reasonable attorneys’ fees and expenses and court costs) provided that Sublessee has approved of such costs in advance, and Sublessor shall not be required to expend any funds or incur any costs in connection with any such legal action. Sublessor shall not terminate the Master Lease or mutually agree with the Master Landlord to rescind the Master Lease, without Sublessee’s prior written consent, which shall not be unreasonably withheld or delayed. Sublessor shall not enter into or make any material modification or amendment to the Master Lease without Sublessee’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Without limiting the generality of the foregoing, Sublessee shall consent to any termination or rescission of the Master Lease if Master Landlord agrees to enter into a direct lease with Sublessee for a term equal to the remaining term of this Sublease and containing provisions which do not materially increase any obligation of Sublessee with respect to the Sublease Premises.

Master Lease. A. All the obligations contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's PercentageBorrower shall: at all times fully perform, respectively, except as modified and amended by this Subleaseobserve, and comply with all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein)terms, are hereby conferred and imposed upon Sublesseecovenants, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease to be performed, observed, or complied with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of by Borrower as lessor under the Master Lease and do all things necessary to preserve and to keep unimpaired its rights thereunder; deliver to Lender, within five (5) days after Borrower’s receipt, a true and correct copy of each written notice, demand, complaint, or request from Master Lessee under, or with respect to, the Sublease on Master Lease; simultaneously deliver to Lender a true and correct copy of each written notice, demand, complaint, or request that Borrower sends to Master Lessee under, or with respect to, the Master Lease; to the extent not otherwise covered in Article 8 of this Loan Agreement, upon written request from Lender, deliver to Lender a copy of all business plans received by Borrower and any other information reasonably requested by Lender; enforce the terms, covenants and conditions contained in the Master Lease; and provide Master Lessee with written notice of any changes to the terms, provisions or conditions in the Loan Documents including any changes to Monthly Debt Service Payments, Imposition Deposits, Monthly Replacement Reserve Deposits, or any other amounts due under the Loan Documents. Borrower shall not: modify, amend, supplement, or restate the Master Lease either orally or in writing; waive any of Borrower’s rights or fail to diligently pursue Borrower’s remedies under the Master Lease; or violate the provisions of Section 1.12(c). If, pursuant to the Master Lease, Master Lessee requests  the consent of Borrower (in its part capacity as lessor under the Master Lease) or Borrower’s designee to be performed. Neither any matter as to which, pursuant to the Sublessor nor Sublessee shall do Master Lease, Borrower has discretion as to whether or cause not to be done grant its consent,  a waiver of any act which would covenant or might cause obligation of Master Lessee under the Master Lease, or  a modification of the terms of the Master Lease (any of the foregoing, a “Master Lease Request”), Borrower shall give Lender prompt written notice of such Master Lease Request (together with such supporting information as may reasonably be required to consider such Master Lease Request, and such other information as Lender may reasonably request). Borrower shall not approve or consent to any Master Lease Request unless Lender has approved and consented in writing to such Master Lease Request. The Master Lease shall: pursuant to the terms of the Subordination Agreement (DST Master Lease) and/or the Master Lease Documents, be subject and subordinate in all respects to the liens, terms, covenants and conditions of the Security Instrument and the other Loan Documents, and to all renewals, modifications, consolidations, replacements and extensions thereof, and to all advances which may hereafter be made pursuant to the Note, this Loan Agreement, the Security Instrument and the other Loan Documents (including all sums advanced for the purposes of  protecting or further securing the lien of the Security Instrument, curing defaults by Borrower under the Loan Documents, or for any other purposes expressly permitted by this Loan Agreement, the Security Instrument or the other Loan Documents, or  constructing, renovating, repairing, furnishing, fixturing, or equipping the Mortgaged Property); and provide that, in the event it shall be determined that the Master Lease is not a lease under applicable real property laws or under laws governing bankruptcy, insolvency, and creditors’ rights generally, and that the interest of Sublessor as Master Lessee in the Mortgaged Property is other than that of tenant under the Master Lease Lease, then the Master Lessee’s interest in the Mortgaged Property, however characterized, shall continue to be endangeredsubject and subordinate to the lien, cancelledterms, terminatedand conditions of the Security Instrument, forfeited or surrenderedand Borrower’s fee interest in the Mortgaged Property, or which would or might cause Sublessor to be on all the same terms and conditions as contained in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease as of the Effective Date. The Master Lease shall provide that Borrower shall continue to have complete access throughout the Loan Term to the organizational, financial, and this Sublease which would permit Sublessee operational information and documentation of Master Lessee in every respect as it relates to do or cause to be done any act which is prohibited by the Mortgage Loan, the Mortgaged Property, and the Master Lease then Documents (collectively, the provisions “Master Lessee Business Information”). Borrower shall continue to be fully informed regarding the Master Lessee Business Information to the same extent as if Borrower were the day-to-day operator of the Mortgaged Property and the business activities thereon. Master Lease Documents (other than the Master Lease). Borrower shall not allow any (other than with respect to the Master Lease, which is addressed above): modification, amendment, supplement, or restatement any Master Lease Document; termination of any Master Lease Document; waiver of a default under any Master Lease Document; assignment of its rights or interests under any Master Lease Document; or Transfer of any Master Lease Document. Within five (5) days after Borrower receives notice, Borrower shall give Lender written notice (along with a copy of any notice or information received by Borrower) that  either Borrower or Master Lessee is in default under any Master Lease Document, or  Master Lessee desires to amend, modify, surrender, or terminate any Master Lease Document. After Borrower receives notice (or otherwise has actual knowledge) of an Event of Default, it will not make any payment of fees (or other amounts) under or pursuant to the Master Lease Documents without Lender’s prior written consent. Master Lease Estoppel. With respect to any Master Lease, Borrower shall prevail. B. Sublessee shall pay cause Master Lessee to Sublessorprovide as of the Effective Date (and, after the Effective Date, within ten (10) days after demand therefor a request by SublessorBorrower), Sublessee's Percentage a Master Lessee Estoppel Certificate, or if not provided by Master Lessee within such ten (10) day period, Borrower shall provide a certificate of any and all sums (except fixed annual rent payable under estoppel substantially in the form of the Master Lease) due Lessee Estoppel Certificate. Master Lease Structure Indemnification. Lender’s agreement to permit Borrower to lease the Mortgaged Property pursuant to the Master LeaseLease is solely as an accommodation to Borrower and is at Borrower’s request. Sublessor In consideration of Lender’s consent to the Master Lease  Lender shall not demand such payment prior incur liability to Borrower, Master Lessee, Key Principal or Guarantor as a result thereof, and  Borrower hereby indemnifies Lender and holds Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs or expenses, including litigation costs and reasonable attorneys’ fees arising from or incurred in connection with Master Lessee handling all aspects of the operation of the Mortgaged Property pursuant to the date which is thirty (30) days before Master Lease and matters related to the date any such sum shall be due and owing under Mortgage Loan arising from the Master Lease, including reliance by Lender on any request or instruction from Master Lessee or any other action taken by Lender with respect to this Section 7.02(g). C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. All the obligations contained in the Master Lease conferred and imposed upon Sublessor (i) At Closing, Seller (as Tenant therein"MASTER TENANT"), will lease from Purchaser (or its Affiliate) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage (as "MASTER LANDLORD") Vacant Spaces which are subject to a Letter of Intent, and the Sublessee's Percentagespaces within the Properties which are subject to New Leases (collectively, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein"MASTER LEASE SPACES"), which are hereby conferred and imposed upon Sublessee, to described on SCHEDULE 7.5(a) (the extent of Sublessee's Percentage"MASTER LEASE"). Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions The term of the Master Lease shall prevailcommence on the Closing Date and shall end on the fifth (5th) anniversary of the Closing Date. B. Sublessee shall pay to Sublessor, within ten (10ii) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant Pursuant to the Master Lease. Sublessor shall not demand such payment prior , Master Tenant will pay Master Landlord on the first day of each calendar month during the term of the Master Lease an amount equal to the date which is thirty (30) days before sum of all of the date any such sum New Lease Payments and the Vacant Space Payments. In the event that a Rent Commencement Date does not fall on the first day of a calendar month, then the applicable New Lease Payment and/or the applicable Vacant Space Payment shall be due prorated on a per diem basis. In addition to the payment of the New Lease Payments and owing the Vacant Space Payments, Seller will also pay all Lease Expenses associated with the Master Lease Spaces pursuant to the New Leases, the leases which are ultimately entered into with respect to the Vacant Spaces which are subject to a Letter of Intent, or a Replacement Lease (as hereinafter defined). With respect to any portion of the Master Lease Spaces that is in a "cold dark box" condition at the end of the term of the Master Lease, Seller shall pay to Purchaser (or its Affiliate) an amount equal to the number of square feet within such space multiplied by $15. Pursuant to the Master Lease, Master Tenant will also promptly complete when due, all Construction Obligations in connection with the Master Lease Spaces pursuant to the New Leases, the leases which are ultimately entered into with respect to the Vacant Spaces which are subject to a Letter of Intent or a Replacement Lease. Seller shall be jointly and severally obligated as a Master Tenant under the Master Lease. C. Notwithstanding anything (iii) In the event that Seller does not enter into a New Lease pursuant to the contrary herein containedLetters of Intent identified in SCHEDULE 6.2, Sublessor or a New Lease terminates prior to the Rent Commencement Date (each a "TERMINATED LEASE"), Seller shall have no duty itself the right to perform any obligations execute a New Lease for a Terminated Lease (a "REPLACEMENT LEASE") without the prior written consent of Purchaser (or its Affiliate) so long as: (x) the Rentals under a Replacement Lease are not increased more than $2 per square foot than the Rentals set forth in the Terminated Lease, and (y) the tenant allowance under the Replacement Lease does not exceed $20 per square foot. (iv) Without Purchaser's prior written consent, Seller shall have the right to enter into a Replacement Lease which provides for Rentals and Operating Expenses which are less than the Rental and Operating Expenses for the Terminated Lease as set forth on SCHEDULE 6.2, provided that (x) the Rental and Operating Expenses which the Tenant under the Replacement Lease is obligated to pay commencing at the expiration of the Master LandlordLease equals or exceeds the Rentals and Operating Expenses which the Tenant under the Terminated Lease would have paid as set forth on SCHEDULE 6.2 or SCHEDULE 4.4(c)-1, nor shall such default (y) during the term of the Master Landlord affect this Sublease Lease, Seller shall pay to Purchaser (or waive or defer its Affiliate) the performance difference between the Rentals and Operating Expenses of the Terminated Lease and the Replacement Lease (the "SHORTFALL"), and (z) the Replacement Lease shall not contain any of Sublessee' s obligations hereunder; provideduse restrictions other than the use restrictions, neverthelessif any, that would have been set forth in the Terminated Lease. Any Replacement Lease which does not meet the requirements set forth in subsections 7.5(a)(iii) or 7.5(a)(iv) shall be subject to Purchaser's prior written consent, which consent shall not be unreasonably conditioned, withheld or delayed. (v) Seller shall remain liable under the Master Lease and be obligated to make the New Lease Payments and the Vacant Space Payments with respect to each Master Lease Space as set forth on SCHEDULE 6.2 or SCHEDULE 4.4(c)-1, as the case may be, until the Rent Commencement Date occurs under a New Lease or a Replacement Lease (the "OCCUPIED SPACE") at which time the Occupied Space with respect to which the Rent Commencement Date occurred shall no longer be subject to the Master Lease, subject to Seller's obligation to pay the Shortfall with respect to a Replacement Lease, in which event the Master Lease shall continue with respect to the Shortfall. (vi) With respect to any Master Lease Spaces, in the event that a Replacement Lease provides for Rentals in excess of any the Rentals set forth for such default Master Lease Space identified in SCHEDULE 6.2 or failure SCHEDULE 4.4(c)-1, Seller shall be entitled to a credit, in an amount equal to the difference between the Rentals as set forth on SCHEDULE 6.2 or SCHEDULE 4.4(c)-1, as the case may be, and the Rentals which are payable pursuant to Replacement Leases (the "EXCESS"). The credit for the Excess shall accrue as of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations the Rent Commencement Date for such Replacement Lease and shall be cumulative and shall be applied against the New Lease Payments and Vacant Space Payments payable under this Section 7.5 in the Master Leaseaggregate.

Master Lease. A. All 7.1 Sublessor is the obligations contained in lessee of the Premises by virtue of a lease ("Master Lease"), a copy of which is attached hereto as Exhibit 1 and incorporated herein by this reference, wherein Aetna Life Insurance Company is the lessor ("Master Lessor"). 7.2 This Sublease is and shall be at all times subject and subordinate to the Master Lease conferred Lease. 7.3 The terms, conditions and imposed upon Sublessor (as Tenant therein) shall be borne by respective obligations of Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by to each other under this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform Sublease shall be the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable except for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the those provisions of the Master Lease and which are directly contradicted by this Sublease in which would permit Sublessee to do or cause to be done any act which is prohibited by event the terms of this Sublease shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease then the provisions of word "Landlord" is used it shall be deemed to mean the Sublessor herein; wherever in the Master Lease the word "Tenant" is used it shall prevailbe deemed to mean the Sublessee herein; and wherever in the Master Lease the word "Lease" is used it shall be deemed to mean this Sublease. B. 7.4 During the Term and for all periods subsequent thereto with respect to obligations that have arisen prior to the termination of this Sublease, Sublessee shall pay does hereby expressly assume and agree to Sublessorperform and comply with, within ten (10) days after demand therefor by Sublessorfor the benefit of Sublessor and Master Lessor, Sublessee's Percentage each and every obligation of any and all sums (except fixed annual rent payable Sublessor under the Master Lease) due Lease with respect to the Premises except as otherwise provided herein and except as provided in Paragraph 18 hereof. 7.5 The obligations that Sublessee has assumed and agreed to perform under Paragraph 7.4 hereof are hereinafter referred to as the "Sublessee's Assumed Obligations". The obligations that Sublessee has not assumed or agreed to perform under Paragraph 7.4 hereof are hereinafter referred to as the "Sublessor's Remaining Obligations". 7.6 Sublessor hereby agrees for Sublessee's benefit to exercise Sublessor's diligent good faith efforts to require Master Lessor to perform Master Lessor's obligations pursuant to the Master Lease. 7.7 Sublessor agrees to maintain the Master Lease during the Term, subject, however, to any earlier termination of the Master Lease without the fault of Sublessor, and to comply with or perform Sublessor's Remaining Obligations and to hold Sublessee free and harmless from all liability, judgments, costs, damages, claims or demands arising out of Sublessor's failure to comply with or perform Sublessor's Remaining Obligations or its obligations under the Sublease. Unless Master Lessor has required Sublessee to attorn to Master Lessor as provided in Section 9.4(f), Sublessor shall further agrees not demand such payment prior to terminate the date which Master Lease voluntarily during the Term. 7.8 Sublessor represents to Sublessee that the Master Lease is thirty (30) days before in full force and effect and that no default exists on the date part of any such sum shall be due and owing under party to the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. All a. Sublessor is the obligations contained in lessee of the Premises by virtue of a lease, hereinafter the "Master Lease", a copy of which is attached hereto marked Exhibit 1, wherein City of Long Beach is the lessor, hereinafter the "Master Lessor". b. This Sublease is and shall be at all times subject and subordinate to the Master Lease conferred Lease. c. The terms, conditions and imposed upon Sublessor (as Tenant therein) shall be borne by respective obligations of Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by to each other under this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform Sublease shall be the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable except for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the those provisions of the Master Lease and which are directly contradicted by this Sublease in which would permit Sublessee to do or cause to be done any act which is prohibited by event the terms of this Sublease document shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease then the provisions word "Lessor" is used it shall be deemed to mean the Sublessor herein and wherever in the Master Lease the word "Lessee" is used it shall be deemed to mean the Sublessor herein and wherever in the Master Lease the word "Lessee" is used it shall be deemed to mean the Sublessee herein. d. During the term of this Sublease and for all periods subsequent for obligations which have arisen prior to the termination of this Sublease, Sublessee does hereby expressly assume and agree to perform and comply with, for the benefit of Sublessor and Master Lessor, each and every obligation of Sublessor under the Master Lease except for the following paragraphs which are excluded therefrom: N/A. e. The obligations that Sublessee has assumed under paragraph 7.4 hereof are hereinafter referred to as the "Sublessee's Assumed Obligations". The obligations that Sublessee has not assumed under paragraph 7.4 hereof are hereinafter referred to as the "Sublessor's Remaining Obligations". f. Sublessee shall hold Sublessor free and harmless from all liability, judgments, costs, damages, claims or demands, including reasonable attorneys fees, arising out of Sublessee's failure to comply with or perform Sublessee's Assumed Obligations. g. Sublessor agrees to maintain the Master Lease during the entire term of this Sublease, subject, however, to any earlier termination of the Master Lease shall prevailwithout the fault of the Sublessor, and to comply with or perform Sublessor's Remaining Obligations and to hold Sublessee free and harmless from all liability, judgments, costs, damages, claims or demands arising out of Sublessor's failure to comply with or perform Sublessor's Remaining Obligations. B. h. Sublessor represents to Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage that the Master Lease is in full force and effect and that no default exists on the part of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant Party to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. All 7.1 Sublessor is the obligations contained in lessee of the premises by virtue of a lease, hereinafter referred to as the "Master Lease", a copy of which Is attached hereto marked Exhibit 1. Dated October 26, 2005 wherein Mar▇ ▇▇▇▇▇▇ ▇▇ the lessor, hereinafter referred to as the "Master Lessor". 7.2 This Sublease is and shall be at all times subject and subordinate to the Master Lease conferred Lease. 7.3 The terms, conditions and imposed upon Sublessor (as Tenant therein) shall be borne by respective obligations of Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by to each other under this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform Sublease shall be the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable except for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the those provisions of the Master Lease and which are directly contradicted by this Sublease in which would permit Sublessee to do or cause to be done any act which is prohibited by event the Master Lease then the provisions terms of the Master Lease this Sublease document shall prevail. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease the word "Lessor" is used it shall be deemed to mean the Sublessor herein and wherever in the Master Lease the word "Lessee" is used it shall not demand such payment be deemed to mean the Sublessee herein. 7.4 During the term of this Sublease and for all periods subsequent for obligations which have arisen prior to the date which is thirty (30) days before termination of this Sublease Sublessee does hereby expressly assume and agree to perform and comply with, for the date any such sum shall be due benefit of Sublessor and owing Master Lessor, each and every obligation of Sublessor under the Master Lease. C. Notwithstanding anything 7.5 The obligations that Sublessee has assumed under paragraph 7.4 hereof are hereinafter referred to as the contrary herein contained"Sublessee's Assumed Obligations". The obligations that Sublessee has not assumed under paragraph 7.4 hereof are hereinafter referred to as the "Sublessor's Remaining Obligations". 7.6 Sublessee shall hold Sublessor free and harmless of and from all liability, judgments, costs, damages, claims or demands, including reasonable attorneys fees, arising out of Sublessee's failure to comply with or perform Sublessee's Assumed Obligations. 7.7 Sublessor shall have no duty itself agrees to perform maintain the Master Lease during the entire term of this Sublease, subject, however, to any obligations earlier termination of the Master Landlord, nor shall such default Lease without the fault of the Sublessor, and to comply with or perform Sublessor's Remaining Obligations and to hold Sublessee free and harmless of and from all liability, judgments, costs, damages, claims or demands arising out of Sublessor's failure to comply with or perform Sublessor's Remaining Obligations. 7.8 Sublessor represents to Sublessee that the Master Landlord affect this Sublease or waive or defer Lease is in full force and effect and that no default exists on the performance part of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, party to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. All the obligations contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and This Sublease is subject to all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease. Sublessee hereby assumes and agrees to perform all of the obligations of "Lessee" under the Master Lease with to the extent said obligations apply to the Subleased Premises and Sublessee's use of the common areas, except as specifically set forth herein. Sublessor does not assume any of the obligations of Lessor under the Master Lease. Sublessee acknowledges that Sublessor's obligation to perform services, provide utilities, make repairs and maintain insurance shall be satisfied only to the extent that Lessor under the Master Lease satisfies those same obligations. With respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions performance by Lessor of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause obligations under the Master Lease, or Sublessor's sole obligation with respect thereto shall be to request the rights same, on request in writing by Sublessee, and to use reasonable efforts to obtain the same from Lessor; provided, however, Sublessor shall have no obligation to institute legal action against Lessor. Notwithstanding the foregoing, Sublessor agrees to perform the obligations of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited the extent such obligations are not assumed by Sublessee hereunder. Sublessee shall not commit or surrendered, or which would or might cause Sublessor permit to be in default thereunder committed on the Subleased Premises or liable for on any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions other portion of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done Premises any act or omission which is prohibited by the Master Lease then the provisions violates any term or condition of the Master Lease shall prevail. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior Except to the date which is thirty (30) days before extent waived or consented to in writing by the date any such sum shall be due and owing under other party or parties hereto who are affected thereby, neither of the parties hereto will, by renegotiation of the Master Lease., assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this C. Notwithstanding anything Section 2.1 or elsewhere in this Sublease shall prevent or prohibit Sublessor from (a) exercising its right to terminate the Master Lease pursuant to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect terms thereof or (b) assigning its interest in this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master LeaseSublease.

Master Lease. A. All the obligations contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's PercentageBorrower shall: at all times fully perform, respectively, except as modified and amended by this Subleaseobserve, and comply with all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein)terms, are hereby conferred and imposed upon Sublesseecovenants, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease to be performed, observed, or complied with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of by Borrower as lessor under the Master Lease and do all things necessary to preserve and to keep unimpaired its rights thereunder; deliver to Lender, within five (5) days after ▇▇▇▇▇▇▇▇’s receipt, a true and correct copy of each written notice, demand, complaint, or request from Master Lessee under, or with respect to, the Sublease on Master Lease; simultaneously deliver to Lender a true and correct copy of each written notice, demand, complaint, or request that ▇▇▇▇▇▇▇▇ sends to Master ▇▇▇▇▇▇ under, or with respect to, the Master Lease; to the extent not otherwise covered in Article 8 of this Loan Agreement, upon written request from Lender, deliver to Lender a copy of all business plans received by Borrower and any other information reasonably requested by ▇▇▇▇▇▇; enforce the terms, covenants and conditions contained in the Master Lease; and provide Master Lessee with written notice of any changes to Monthly Debt Service Payments, Imposition Deposits, Monthly Replacement Reserve Deposits, or any other amounts due under the Loan Documents. Borrower shall not: modify, amend, supplement, or restate the Master Lease either orally or in writing; waive any of ▇▇▇▇▇▇▇▇’s rights or fail to diligently pursue ▇▇▇▇▇▇▇▇’s remedies under the Master Lease; or violate the provisions of Section 11.02(c). If, pursuant to the Master Lease, Master Lessee requests  the consent of Borrower (in its part capacity as lessor under the Master Lease) or Borrower’s designee to be performed. Neither any matter as to which, pursuant to the Sublessor nor Sublessee shall do Master Lease, Borrower has discretion as to whether or cause not to be done grant its consent,  a waiver of any act which would covenant or might cause obligation of Master Lessee under the Master Lease, or  a modification of the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions terms of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done (any act which is prohibited by of the foregoing, a “Master Lease then the provisions Request”), Borrower shall give Lender prompt written notice of the such Master Lease shall prevail. B. Sublessee shall pay Request (together with such supporting information as may reasonably be required to Sublessorconsider such Master Lease Request, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Leasesuch other information as Lender may reasonably request). Sublessor Borrower shall not demand approve or consent to any Master Lease Request unless Lender has approved and consented in writing to such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master LeaseLease Request. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. All (a) Tenant represents that it has read and is familiar with the Master Lease. It is specifically understood and agreed that this Sublease and each and every provision hereof is and shall remain subject to the Master Lease and each and every provision thereof, and that in the event the Master Lease shall terminate for any reason whatsoever, then this Sublease shall simultaneously terminate. Neither party hereto shall acquire any right or cause of action against the other party by reason of any termination of the Master Lease unless such termination resulted from a breach or default thereunder that also was a breach or default under this Sublease. (b) Except as otherwise specifically provided in this Sublease, Tenant covenants and agrees to comply with all of the terms, covenants, conditions and obligations contained of the Master Lease to be kept and performed on the part of the tenant thereunder insofar as they relate to the Subleased Premises. Tenant shall not commit or permit to be committed any act or omission or allow any condition to exist which shall violate any term or condition of the Master Lease. Tenant shall neither do nor permit anything to be done which would cause the Master Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations Lessor under the Master Lease, and will Tenant shall indemnify and hold Landlord harmless from and against all claims, liabilities and damages of any kind whatsoever by reason of any breach or default on the part of Tenant of Tenant’s obligations pursuant to this clause (b). In all instances where the consent of the “Landlord” is required by the Master Lease, for purposes of this Sublease, consent of both Landlord and Master Lessor shall be required. (c) To the extent that the Master Lease requires or obligates Master Lessor to maintain, repair, restore or otherwise fully expend any monies for preserving and faithfully perform maintaining all or any portion of the terms Subleased Premises or to furnish services to the Subleased Premises, such obligation shall not pass to Landlord by reason of this Sublease and shall remain with Master Lessor. (d) Landlord hereby represents and warrants to Tenant that it is not in default under any provision under the Master Lease and that the Master Lease is in full force and effect. (e) Provided Tenant is not in default hereunder beyond the expiration of any applicable notice or cure period, Landlord shall comply with all of the terms, covenants and conditions of the Master Lease with respect so as to keep the Sublessor's Percentage. Sublessee covenants Master Lease in full force and agrees effect at all times during the term hereof; provided, Landlord shall not be liable for any termination of the Master Lease arising out of the acts or omissions of Tenant. (f) Landlord agrees, upon receipt from Tenant of written notice of any default of Master Lessor under the Master Lease, to otherwise fully promptly notify Master Lessor of Tenant’s notice and faithfully perform use its reasonable efforts to cause Master Lessor to rectify or fulfill any default as listed in Tenant’s notice; provided, however, that nothing contained in this Sublease shall require Landlord to commence legal action or arbitration proceedings against Master Lessor. (g) As between the parties hereto only, in the event of a conflict between the terms and conditions of the Master Lease and the terms of this Sublease, the terms of this Sublease on its part shall control only to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause extent they are inconsistent with the terms of the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agreesNotwithstanding anything herein contained, as an express inducement between Landlord and Tenant and for Sublessor executing purposes of this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the following provisions of the Master Lease shall prevail. B. Sublessee shall pay to Sublessornot be applicable: Sections I.A.2, within ten (10) days after demand therefor by SublessorI.A.4, Sublessee's Percentage of any and all sums I.A.5, I.A.8, I.A.10, I.B.2, I.B.7, III.B, IV, VI, IX, X (except fixed annual rent payable under to the extent that Section 8 of this Sublease references the Master Lease) due pursuant ), XIII.D, XIII.F, XV, XVIII, XXII, XXIV, XXVIII, XXIX, XXX, XXXIV, XXXVIII.N, XLI, XLII of the Original Lease, Exhibit D to the Master Original Lease. Sublessor shall not demand such payment prior to , the date which is thirty (30) days before entire First Amendment and the date any such sum shall be due and owing under the Master Leaseentire Second Amendment other than Section 4 thereof. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. All the obligations contained in (A) The terms, provisions, covenants, and conditions of the Master Lease conferred are hereby incorporated herein by reference on the following understandings: (1) With respect to work, services, repair, repainting and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with restoration or the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in performance of other obligations required of the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations Landlord under the Master Lease, and will otherwise fully the obtaining of consents and faithfully perform the terms and conditions of approvals from the Master Lease with Landlord, Landlord's sole obligation shall be to request the same, on request in writing by Subtenant, and to use reasonable good faith efforts to obtain the same from the Master Landlord under the Master Lease. With respect to the Sublessor's Percentage. Sublessee covenants obtaining of consents and agrees to otherwise fully and faithfully perform approvals from the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant Landlord under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, Landlord agrees that if upon request in writing by Subtenant, such consent or approvals will not be unreasonably withheld or delayed. (2) If there is any a conflict between the provisions of the Master Lease and this Sublease, the provisions of this Sublease which would permit Sublessee to do shall govern . The lack of a particular section or cause subsection in this Sublease shall not be deemed to be done any act a conflict with a term which is prohibited by set forth in the Master Lease then and in such event, the provisions of section or subsection so contained in the Master Lease shall prevailgovern. B. Sublessee (3) Landlord hereby represents and warrants that the Master Lease is in full force and effect. Furthermore Landlord hereby agrees to hold Subtenant harmless of, from and against any and all liabilities, losses, damages, suits, penalties, claims and demands of every kind or nature (including without limitation, reasonable attorney's fees and expense, of defense by reason thereof) for any default caused or committed by the Landlord under this Master Lease. (1) Subtenant agrees to hold Landlord and Master Landlord harmless of, from and against any and all liabilities, losses, damages, suits, penalties, claims and demands of every kind or nature (including without limitation, reasonable attorney's fees and expense, of defense by reason thereof) arising from or out of the use or occupancy of the Demised Premises or of any business conducted therein, or from any work or thing whatsoever done or any condition created by the act or omission of Subtenant, its Assignees, employees, Agents, contractors, visitors or licensees, in or about the Demised Premises. (2) Except as otherwise set forth in this Sublease Agreement, the Subtenant shall faithfully observe and timely perform each and every obligation of Tenant under the Master Lease (Landlord under this Sublease), except that subject to timely performance by Subtenant of Subtenant's obligations, Landlord shall timely pay when due all rents and other sums payable under the Master Lease. In the event the Landlord fails to Sublessorsubmit the rental payment to Master Landlord in a timely fashion, within the Master Landlord shall promptly (but in no event later then ten (10) days after demand therefor by Sublessorfrom the original due date) notify Subtenant of said failure and Subtenant may cure said failure and pursue Landlord for all remedies available herein, Sublessee's Percentage at law or otherwise. In the event Landlord fails to make timely payments of any and all sums (except fixed annual rent payable as required under the Master Lease) due pursuant Lease on two occasions and Subtenant cures both defaults as provided within this subsection, then Subtenant shall be permitted upon written notice to Master Landlord and Landlord, to make all future base rent payments directly to Master Landlord. Neither Landlord nor Subtenant shall violate the Master Lease. Sublessor Landlord shall not demand such payment prior use its best efforts to the date which is thirty (30) days before the date any such sum shall be due and owing under keep the Master LeaseLease in effect during the term of this Sublease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. All 7.1 Sublessor is the obligations contained in lessee of the Premises by virtue of a lease, hereinafter the "Master Lease", a copy of which is attached hereto marked Exhibit 1, wherein ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ is the lessor, hereinafter the "Master Lessor". 7.2 This Sublease is and shall be at all times subject and subordinate to the Master Lease conferred Lease. 7.3 The terms, conditions and imposed upon Sublessor (as Tenant therein) shall be borne by respective obligations of Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by to each other under this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform Sublease shall be the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable except for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the those provisions of the Master Lease and which are directly contradicted by this Sublease in which would permit Sublessee to do or cause to be done any act which is prohibited by event the terms of this Sublease document shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease then the provisions word "Lessor" is used it shall be deemed to mean the Sublessor herein and wherever in the Master Lease the word "Lessee" is used it shall be deemed to mean the Sublessee herein. (See Addendum #24) 7.4 During the term of this Sublease and for all periods subsequent for obligations which have arisen prior to the termination of this Sublease, Sublessee does hereby expressly assume and agree to perform and comply with, for the benefit of Sublessor and Master Lessor, each and every obligation of Sublessor under the Master Lease except for the following paragraphs which are excluded therefrom: Base Rent, Renewal Option, First Right of Refusal, Tenant Improvements, Building Code Requirements, Maintenance & Repair, Property Insurance, Real Property Tax & Brokers. 7.5 The obligations that Sublessee has assumed under paragraph 7.4 hereof are hereinafter referred to as the "Sublessee's Assumed Obligations". The obligations that sublessee has not assumed under paragraph 7.4 hereof are hereinafter referred to as the "Sublessor's Remaining Obligations". 7.6 Sublessee shall hold Sublessor free and harmless from all liability, judgments, costs, damages, claims or demands, Including reasonable attorneys fees, arising out of Sublessee's failure to comply with or perform Sublessee's Assumed Obligations. 7.7 Sublessor agrees to maintain the Master Lease during the entire term of this Sublease, subject, however, to any earlier termination of the Master Lease shall prevailwithout the fault of the Sublessor, and to comply with or perform Sublessor's Remaining Obligations and to hold Sublessee free and harmless from all liability, judgments, costs, damages, claims or demands arising out of Sublessor's failure to comply with or perform Sublessor's Remaining Obligations. B. 7.8 Sublessor represents to Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage that the Master Lease is in full force and effect and that no default exists on the part of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant Party to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

Master Lease. A. All This Sublease is subject and subordinate to the obligations contained in Master Lease. Except as may be inconsistent with the terms and provisions hereof and of any consent to this Sublease executed by Sublessor, Sublessee and the Master Lessor, the terms and provisions of the Master Lease conferred (including, without limitation, any and imposed upon Sublessor (as Tenant thereinall terms or provisions concerning hazardous waste and/or environmental condition, compliance, inspection, liability and/or indemnity, and/or rights of removal concerning improvements, machinery, equipment and other personal property on the Subleased Premises; specifically including, without limitation, Paragraphs 5 and 6 of the Fourth Amendment, and Paragraph 14 of the Original Master Lease, respectively) shall be borne by Sublessor applicable to this Sublease as and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. that such provisions relate to the Subleased Premises, and shall be incorporated into this Sublease (i) as if Sublessor covenants and agrees it will make payment of the rentals reserved were Lessor under the Master Lease as and when due, will perform Sublessor's insurance obligations Sublessee were Lessee under the Master Lease, and will otherwise fully (ii) as if the Subleased Premises were the Leased Premises under the Master Lease, except to the extent inconsistent with the agreements and faithfully perform understandings expressed in this Sublease or to the extent prior to the Sublease Commencement Date or after the expiration of the Sublease term. Notwithstanding the foregoing, the following provisions of the Master Lease are expressly not incorporated herein and such provisions shall have no application to Sublessee or the Subleased Premises: A. Paragraphs 17, 18 and 20, the first sentence of Paragraph 22, Paragraph 23 and any provision creating const▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ obligations contained in Paragraph 24 (it being understood that Sublessor shall have no such obligations and that Sublessee shall have access to the road described therein) of the Original Master Lease; B. Any provision creating construction or maintenance obligations, and/or any provision passing an "exclusive" use, contained in Paragraphs 1 and/or 2 (it being understood that Sublessor shall have no such obligations and that Sublessor and Sublessee shall share the rights to access, ingress and egress and any other rights of use or easements created or described therein), Paragraph 5 and the second paragraph of Paragraph 6 of the First Amendment; C. Paragraph 4 of the Fourth Amendment; D. Paragraph 5 of the Fifth Amendment; and E. Paragraphs 5, 6 and 7 the Seventh Amendment. Where reasonably necessary, the terms of the Master Lease, as incorporated into this Sublease as aforesaid, shall be construed in light of the fact that Sublessor (unlike Master Lessor) does not own a fee interest in the Subleased Premises but only a leasehold interest under the Master Lease. Sublessor and Sublessee anticipate that Master Lessor's performance in accordance with the Master Lease shall fulfill the equivalent obligation of Sublessor hereunder, and in the event of Master Lessor's default under the Master Lease, Sublessee's rights shall be limited as provided in the following subparagraph of this Section 5. As between Sublessor and Sublessee, if the terms of this Sublease conflict with the terms of the Master Lease, then the terms of this Sublease shall control. Sublessee shall perform and observe all the obligations, covenants and conditions contained in the Master Lease on Sublessor's part that are incorporated hereinabove by reference and to the extent that the obligations, covenants and conditions apply and accrue from and after the Sublease Commencement Date. Each of Sublessor and Sublessee will not cause or allow to be caused any default under the Master Lease as to its respective portion thereof. Sublessee hereby indemnifies and holds Sublessor harmless from and against any claim, loss, damage, expense (including without limitation reasonable attorneys' fees and costs) or liability arising under the Master Lease with respect to the SublessorSubleased Premises, from and after the Sublease Commencement Date, from or related to Sublessee's Percentage. Sublessee covenants and agrees failure to otherwise fully and faithfully perform the terms and conditions Sublessee's obligations under this Sublease, including, without limitation, those obligations of Sublessor pursuant to the Master Lease which are incorporated herein by reference. Sublessee acknowledges that it has received and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause reviewed the Master Lease, in the form attached hereto as Exhibit A. Except as may be expressly set forth in Section 4 above, Sublessee is not relying on, and Sublessor has made no representations, warranties or statements regarding, the interpretation or application of the terms of the Master Lease. At Sublessee's written request, Sublessor will exercise the rights of and remedies Sublessor as tenant has under the Master Lease with respect to the Subleased Premises, and at law or in equity, so designated by Sublessee in its request. Such rights and remedies shall be endangeredpursued diligently by Sublessor; however, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee shall pay be obligated to reimburse Sublessor for Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage reasonable out-of-pocket costs of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Leaseexercising such rights or remedies. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein containedcontained in this Sublease, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such not be deemed in default of the Master Landlord affect under this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by if Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord Lessor fails to perform its obligations under the Master Lease. Sublessee shall indemnify, hold harmless and defend (with counsel reasonably satisfactory to Sublessor) Sublessor from and against any claim, loss, damage, expense or liability arising from or in connection with Sublessor's assertion of rights or pursuit of remedies under the Master Lease either (a) at the request of Sublessee or (b) following Sublessee's assertion of the same right or pursuit of the same remedy against Sublessor under this Sublease upon grounds which, if proven, would justify the pursuit of the same right or remedy under the Master Lease (e.g., termination in the event of condemnation). The foregoing notwithstanding, Sublessor shall not be required to do or perform any act which would constitute a default by Sublessor under the Master Lease. In the event that Sublessor receives notice of default from Master Lessor under the Master Lease, Sublessor shall immediately notify Sublessee of the same, and Sublessee shall have the right, but not the obligation, to attempt to cure such default, in which event Sublessor shall reimburse Sublessee for all reasonable costs related to such cure expended by Sublessee. If Sublessee cures such default, and Sublessor fails to reimburse Sublessee for the cost of such cure within thirty (30) days of Sublessee's demand therefor, Sublessee shall be entitled to demand and receive an assignment by Sublessor of all of Sublessor's right, title and interest under the Master Lease, and Sublessor agrees to execute and deliver such assignment to Sublessee within thirty (30) days following Sublessor's receipt of Sublessee's demand for such assignment, pursuant to the terms of this paragraph. Notwithstanding any provision to the contrary of this Sublease or of any consent to this Sublease executed by Sublessor, Sublessee and the Master Lessor, in no event shall Sublessee be entitled to receive assignment of the Master Lease pursuant the terms of this Section 5 (or of any such consent) if (i) the default under the Master Lease giving rise to such right of assignment shall occur as a result of any act or omission of the Sublessee (including, without limitation, any act or omission constituting a default by Sublessee under Section 14 of this Sublease), or (ii) this Sublease has been terminated (in accordance with the terms of this Sublease) prior to the date of such default.

Master Lease. A. All This Sublease is subject to all of the terms and ------------ provisions of the Master Lease and Sublessee agrees to be bound thereby. Except as otherwise provided herein, the terms and provisions of the Master Lease are hereby incorporated by reference, provided that wherever the words "Lessor" or "Landlord" (hereinafter referred to as "Lessor") appear in the Master Lease, the words shall be deemed to refer to Sublessor, and wherever the words "Lessee" or "New Tenant" (hereinafter, referred to as "Lessee") appear in the Master Lease, the words shall be deemed to refer to Sublessee. Except as otherwise provided herein, all of the rights and obligations contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), Lessee thereunder are hereby conferred and imposed upon Sublessee, Sublessee with respect to the extent of Sublessee's Percentage. Sublessor covenants Subleased Premises and agrees it will make payment all of the rentals reserved under rights and remedies conferred upon the Lessor are hereby conferred upon Sublessor. Sublessee acknowledges receipt of a copy of the Master Lease in the form attached hereto as Exhibit A and when dueagrees that during the term of this Sublease, Sublessee will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform not violate any of the terms and conditions of the Master Lease with respect to Lease. In the event Sublessee receives notice of Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions breach of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or Sublessee shall have the rights of Sublessor as tenant right, but not the obligation, to cure such breach. Sublessee's right to cure shall include, without limitation, Sublessee's right to make any payment required under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant directly to the Master Lease. Sublessor shall not demand Lessor and to deduct such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations 's obligation under the Master Leasethis Sublease.

Master Lease. A. All (a) Each Individual Property shall at all times be leased directly and exclusively by the obligations contained in Mortgage Borrower to the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved Lessee under the Master Lease as (and when due, will perform Sublessor's insurance obligations not to any other Person under the Master Lease or any replacement Master Lease). Master Lessee shall be permitted to enter into Subleases subject to and in accordance with Section 8.8.2. (b) The Master Lease shall have an initial term of fifteen (15) years with renewal rights. (c) The Master Lease shall require Master Lessee to make payments of Master Lease Rent. Pursuant to the Master Lease and the Master Lease Rent Payment Direction Letter all Master Lease Scheduled Rent shall at all times during the term of the Loan be made directly to the Holding Account, and will otherwise fully none of the foregoing payments of Master Lease Rent shall be deemed made until such payment has been deposited into the Holding Account. (d) The Master Lease shall require the Master Lessee to prepare the expenses and faithfully perform revenue in accordance with Article XI and to submit copies to Mezzanine Lender for its reference, not for its approval. (e) Neither Mortgage Borrower nor Master Lessee shall terminate the terms and conditions Master Lease or consent to the termination of the Master Lease without the prior written consent of Mezzanine Lender. Except as provided in the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of casualties or condemnations, the Master Lease shall not provide for the release of an Individual Property. The Master Lease may be amended to provide, inter alia, for a release of an Individual Property and the Sublease on its part reduction of Master Lease Rent as provided in Section 2.3.4(v) and (vi). (f) Except for the Assignment of Leases and the Permitted Encumbrances, neither the Mortgage Borrower nor the Master Lessee shall Transfer or sublease, or allow to be performedTransferred, its interest in the Master Lease or any interest therein without the prior written consent of the Mezzanine Lender. Neither The Mezzanine Borrower shall not permit Mortgage Borrower to permit (except as expressly permitted under the Sublessor nor Sublessee Master Lease) and shall do not consent to (except as expressly required under the Master Lease) any assignment by the Master Lessee of its interest in the Master Lease or cause its rights and interests thereunder except to be done any act which would Master Lessee’s successor by merger or might cause acquisition of all or substantially all of Master Lessee’s assets. Notwithstanding the foregoing, Master Lessee shall pledge to Mortgage Borrower its interest in the “FF&E” as defined in the Master Lease, or subject to the rights of Sublessor as tenant under Assigned Landlord Lien. (g) Neither the Mortgage Borrower nor the Master Lease Lessee shall, without the prior written consent of Mezzanine Lender which consent, solely with respect to clauses (ii) and (iii) of this Section 5.1.22(g), will not be endangeredunreasonably withheld, cancelled(i) renew (other than pursuant to renewal rights expressly set forth in the Master Lease), terminatedextend, forfeited release any Individual Property from (except in connection with a Property Release, Substitution or surrenderedrelease of an Unimproved Parcel, in compliance with Sections 2.3.4, 2.3.5 and 2.3.9 hereof) terminate, reduce rents (except as expressly authorized pursuant to Section 2.3.4) or other sums payable under, accept a surrender of, or which would shorten the term of, the Master Lease, (ii) appoint any appraiser, (iii) make any determination of Fair Market Rental or might cause Sublessor Fair Market Value (as such terms are defined in the Master Lease), (iv) waive any provisions of the Master Lease, provided that subject to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between clause (i) Mortgage Borrower and Master Lessee shall have the right to waive provisions of the Master Lease and this Sublease which so long as the same would permit Sublessee to do not have the effect of (1) waiving or cause to be done any act which is prohibited by reducing the monetary obligations of Master Lessee under the Master Lease then or (2) either permitting Master Lessee to take an action that Mortgage Borrower or Master Lessee is prohibited from taking under this Agreement or any other Loan Document, or preventing Mortgage Borrower and/or Master Lessee from complying with an obligation on the provisions part of Mortgage Borrower or Master Lessee under this Agreement or any other Loan Document, (v) amend or modify in any respect in a manner adverse to Mezzanine Lender or that would decrease Master Lessee’s obligations or increase Mortgage Borrower’s obligations thereunder, any provision of the Master Lease contained in Article I (leased property, term, etc.), Article III (rent), Article IV (termination and abatement), Article V (Ownership of Leased Property), Section 6.1(b) (Taxes and Other Charges; Contest for Taxes and Other Charges, Legal Requirements and Liens), Article VIII (Alterations; Leasing), Article X (Casualty and Condemnation), Article XI (Accounts and Reserves), Article XII (defaults and remedies), Article XV (Subordination) and related definitions in Article II (definitions) or (vi) materially amend or modify any provision of the Master Lease not listed in clause (v) in a manner adverse to Mezzanine Lender or that would decrease Master Lessee’s obligations or increase Mortgage Borrower’s obligations thereunder, provided that nothing in this Section 5.1.22(d) shall prevailprohibit or restrict Master Lessee from exercising its rights under Section 1.2 of the Master Lease subject to the requirements of Sections 2.3.4 and 2.3.9 hereof. B. Sublessee (h) The Master Lease shall pay be subject and subordinate to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due Loan pursuant to the Master Lease. Sublessor Lease SNDA. (i) Mortgage Lender shall not demand such payment prior have the right to the date which is thirty (30) days before the date any such sum shall be due and owing declare a Master Lease Tenant Default under the Master LeaseLease and to exercise the rights and remedies of the Mortgage Borrower, as landlord under the Master Lease (including without limitation, exercising it rights and remedies with respect to the Assigned Landlord Lien), pursuant to the assignment of such rights in the Assignment of Leases. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations (j) The form of the Master Landlord, nor shall such default Lease is attached hereto as Exhibit F. Mezzanine Lender hereby approves of the form of the Master Landlord affect Lease. Notwithstanding the foregoing, or anything else in Mezzanine Loan Documents to the contrary, except as expressly set forth in this Sublease Agreement if any conflict, contradiction or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under inconsistency exists between the Master Lease.Lease and this Agreement, the terms and provisions of this Agreement shall, as among the parties hereto, control and govern

Master Lease. A. All 8.1. At any time and on reasonable prior notice to Subtenant, Sublandlord can elect to require Subtenant to perform Subtenant’s obligations under this Sublease directly to Master Landlord, in which event Subtenant shall send to Sublandlord from time to time copies of all notices and other communications that Subtenant shall send to and receive from Master Landlord. Subtenant shall not do or permit to be done anything which would constitute a violation or breach of any of the obligations contained in terms, conditions or provisions of the Master Lease conferred or which would cause the Master Lease to be terminated or forfeited by virtue of any rights of termination or forfeiture reserved by or vested in Master Landlord. If the Master Lease terminates, this Sublease shall terminate and imposed upon Sublessor (as Tenant therein) the parties shall be borne by Sublessor relieved from all liabilities and Sublessee in accordance with obligations under this Sublease; except that if this Sublease terminates (i) as a result of a default of one of the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by parties under this Sublease, and the defaulting party shall be liable to the non-defaulting party for all rights and privileges contained in damage suffered by the non-defaulting party as a result of the termination, or (ii) as a result of a voluntary surrender of the Master Lease conferred upon Sublessor by Sublandlord to Master Landlord (as Tenant thereinwhich shall not be deemed to include a right of termination by reason of casualty or condemnation), are hereby conferred and imposed upon SublesseeSublandlord shall be liable to Subtenant for all damage suffered by Subtenant as a result of the termination, unless Master Landlord shall accept an attornment by Subtenant to Master Landlord pursuant to the extent then executory provisions of Sublessee's Percentage. Sublessor covenants and agrees it will make payment this Sublease, subject to the provisions of Section 12.5(A)(II) of the rentals reserved under Original Master Lease; provided, however, that in no event shall either party be liable for consequential or punitive damages. Notwithstanding the foregoing, in the event of a termination, re-entry or dispossess of Sublandlord by Master Lease as and when due, will perform Sublessor's insurance obligations Landlord under the Master Lease, Master Landlord may, at its option, take over all of the right, title and will interest of Sublandlord hereunder and Subtenant, at Master Landlord’s option, shall attorn to Master Landlord pursuant to the then executory provisions of this Sublease, except as otherwise fully and faithfully perform set forth in Section 12.5(A)(11) of the terms and conditions of Original Master Lease. 8.2. Sublandlord represents that Sublandlord (i) has not given written notice to Master Landlord in accordance with the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the any default by Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause Landlord under the Master Lease, or the rights (ii) has not received any written notice from Master Landlord of Sublessor any default by Sublandlord, as tenant under the Master Lease to be endangeredLease, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there has not been cured; (iii) is any conflict between the provisions of tenant under the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by has not assigned the Master Lease then or any interest therein; (iv) has not subleased the provisions of Sublease Premises or any portion thereof to any person or entity other than Subtenant; and (v) the Master Lease shall prevailis in full force and effect. B. Sublessee 8.3. Nothing contained in this Sublease shall pay require Subtenant to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of incur any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself liability or to perform any obligations obligation with respect to the Premises other than the Sublease Premises, except to the extent arising out of or resulting from the Master Landlordact or omission of Subtenant or Subtenant’s officers, nor shall such default of the Master Landlord affect this Sublease agents, employees, independent contractors, sublessees or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Leaseinvitees.

Master Lease. A. All This Sub-Sublease is subject to that certain (a) lease (the obligations contained ------------ "Original Lease"), dated June 1, 1984, by and between Master Landlord and Kierulff Electronics, a division of ▇▇▇▇▇▇▇▇ Incorporated, a Delaware corporation, predecessor-in-interest to Sublandlord, as tenant, as amended by First Amendment to Lease (the "First Amendment"), dated January 28, 1985 (the Original Lease and the First Amendment are collectively, the "Master Lease"), covering certain premises (the "Premises") more particularly described in the Master Lease conferred Lease; and imposed upon Sublessor (b) Sublease Agreement (the "Sublease"), dated February 28, 1992, by and between Sublandlord and Sub-Sublandlord, as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentagesubtenant, respectively, except as modified and amended by this Sublease(i) First Amendment to Sublease (the "First Amendment"), dated October 28, 1992; and all rights and privileges contained (ii) Second Amendment to Sublease (the "Second Amendment"), last dated September 9, 1997, covering the Sublease Premises (defined in the Master Lease conferred upon Sublessor (as Tenant thereinSublease). This Sub-Sublease is made subject to all applicable covenants, are hereby conferred and imposed upon Sublesseerestrictions, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when dueagreements, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease, which are incorporated into and made a part of this Sub-Sublease, excluding Subsections 5, 16, 17, 18 and 19 of the Sublease, as if: i) Sub-Sublandlord were Master Landlord or Sublandlord, as appropriate, insofar as Sub-Sublandlord has the rights or right by law to act as so, and ii) Sub-Subtenant were Tenant or Subtenant, as appropriate, except as otherwise provided to the contrary herein. Sub-Subtenant shall in no case have any rights with respect to the Sub-Sublease on its part to be performed. Neither Premises greater than Sub-Sublandlord's rights as subtenant under the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause Sublease and Tenant's under the Master Lease, and Sub-Sublandlord shall have no liability to Sub-Subtenant for any matter or the thing for which Sub-Sublandlord does not have co-extensive rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be the Sublease. In the event the specific terms of this Sub-Sublease are in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between with the provisions terms of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease Sublease, then the provisions specific terms of the Master Lease this Sub-Sublease shall prevail. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.