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 (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 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 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 (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. 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. 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 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. 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) 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. 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. (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 (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 (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. 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 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. 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 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 (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 Except as otherwise expressly provided herein, Subtenant and this Sublease shall be subject in all respects to the obligations contained in terms of, and the rights of the Landlord under, the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee to the lien of any mortgages or trust deeds, now or hereafter in accordance with force against the Sublessor's Percentage and the Sublessee's PercentageAirport, respectively, except as modified and amended by this Subleaseif any, and to all rights renewals, extensions, modifications, consolidations 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 Leasereplacements thereof, and will to all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages or trust deeds, or the lessors under such ground lease or underlying leases, require in writing that this Sublease be superior thereto. Except as otherwise fully and faithfully perform expressly provided below, 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 Subleased 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. In the event of a conflict between the terms 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 of the Master Lease and this Sublease which would permit Sublessee (other than terms respecting payment of rent or respecting Sublandlord's obligations to do or cause to be done any act which is prohibited by Subtenant), the Master Lease then the provisions terms of the Master Lease shall prevail. B. Sublessee control. Subtenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage or deed in lieu thereof, to attorn, without any deductions or set-offs whatsoever, to the purchaser upon any such foreclosure sale or deed in lieu thereof if so requested to do so by such purchaser and to recognize such purchaser as the lessor under this Sublease, and (ii) any cancellation, surrender or amendment of this Sublease without the prior written consent of the holders of the lien of any mortgages or trust deeds and the lessors under any ground or underlying leases of the Airport, now or hereafter in force against the Airport, shall pay to Sublessorbe voidable by the holders of such mortgages or trust deeds or the lessors under such ground lease or underlying leases. Subtenant shall, within ten five (105) days after demand therefor of request by SublessorSublandlord, Sublessee's Percentage execute such further instruments or assurances as Sublandlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Sublease to any such mortgages, trust deeds, ground leases or underlying leases. Subtenant waives the provisions of any current or future statute, rule or law which may give or purport to give Subtenant any right or election to terminate or otherwise adversely affect this Sublease 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 Subtenant hereunder in the event of any such default foreclosure proceeding 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 Leasesale.

Master Lease. A. All 8.1 This Sublease is subject and subordinate to the Master Lease between 470 Spear Associates, a California limited partnership ("Landlord") and Sublandlord, as successor in interest to offices Unlimited of California, Inc., dated September 29, 1987 designated as Exhibit "A" ("Master Lease"). Subtenant shall not commit or permit to be committed on the Sublease Premises any act or omission which shall violate any term or condition of the Master Lease. 8.2 Subtenant shall assume and perform the obligations contained of Sublandlord or Tenant in said Master Lease, to the extent said terms and conditions are applicable to the Sublease Premises subleased pursuant to this Sublease. Therefore, for the purpose of this Sublease, wherever in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) "Landlord" or "Lessor" is used, it shall be borne by Sublessor and Sublessee in accordance with deemed to mean the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this SubleaseSublandlord herein, and all rights and privileges contained wherever in the Master Lease conferred upon Sublessor (as Tenant therein)'Tenant" or "Lessee" is used, are hereby conferred it shall be deemed to mean the Subtenant herein. It is expressly understood, acknowledged and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment agreed by Subtenant that all of the rentals reserved under stated terms, conditions and covenants of this Sublease shall be those stated in the Master Lease except as and when dueexcluded below, will perform Sublessor's insurance obligations under modified as appropriate in the Master Leasecircumstances so as to make such Articles, and will otherwise fully any Sections contained therein, applicable only to the subleasing hereunder by Sublandlord of the Sublease Premises. Subtenant shall be subject to, bound by and faithfully perform the terms comply with all of said Articles and conditions Sections of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants Sublease 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 both Sublandlord and Landlord. Upon the Sublease on its part breach of any of said terms, conditions or covenants of the Master Lease by Subtenant or upon the failure of Subtenant to be performed. Neither pay Minimum Rent or Additional Rent or comply with any of the Sublessor nor Sublessee shall do or cause provisions of this Sublease, Sublandlord may exercise any and all rights and remedies granted to be done any act which would or might cause Landlord by the Master Lease, . It is further understood and agreed that Sublandlord has no duty or obligation to Subtenant under the rights aforesaid Articles and Sections of Sublessor as tenant under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Sublease; provided, however, that Sublandlord shall not be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor liable to be in default thereunder or liable Subtenant for any damage, claim or penaltyearlier termination of the Master Lease which is not due to the fault of Sublandlord. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between Whenever the provisions of the Master Lease and incorporated as provisions of this Sublease which would permit Sublessee require the written consent of Landlord, said provisions shall be construed to do or cause to be done any act which require the written consent of both Landlord and Sublandlord. Subtenant hereby acknowledges that it has read and is prohibited by familiar with all the terms of the Master Lease then the provisions Lease, and agrees that any termination of the Master Lease without the fault of Sublandlord shall prevaillikewise terminate this Sublease. 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 This Sublease is subordinate to the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Lease. 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 assumes and agrees it will make payment of to perform the rentals reserved lessee’s obligations under the Master Lease as during the Sublease Term to the extent that such obligations are applicable to the Premises, except to the extent such obligations are modified by the terms of this Sublease (including, without limitation, the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and when due, will in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease). Sublessor shall perform Sublessor's insurance the lessor’s obligations under the Master Lease, and will otherwise fully and faithfully perform Lease during the Sublease Term to the extent such obligations are applicable to the Premises except to the extent such obligations are modified by the terms and conditions of the Master Lease with respect to the Sublessor's Percentagethis Sublease. 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 not commit or cause to be done suffer any act which would or might cause the Master Lease, or the rights omission that will violate any 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 SublessorLease; provided, within ten (10) days after demand therefor by Sublessorhowever, Sublessor acknowledges that Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease’s obligations have been modified as set forth herein. Sublessor shall not demand such payment prior exercise due diligence in attempting 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 cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder. Sublessor shall fully and punctually pay all rent and any other sums due and payable to Lessor, as and when the same shall become due and payable under the Master Lease, and perform all obligations required of Sublessor thereunder. Sublessor shall provide Sublessee a copy of any notice it receives from the Lessor pursuant to, or concerning the Master Lease within three (3) business days of Sublessor’s receipt thereof. In the event of any conflict between the terms of this Sublease and the terms of the Master Lease, the terms of the Master Lease shall govern; provided, however, to the extent this Sublease modifies the terms of the Master Lease as between Sublessor and Sublessee, the terms of this Sublease shall govern.

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 a. Lessee shall have no greater rights to the obligations use and occupancy of the Suite and Premises than Lessor has with the Building under Lessor's Master Lease; in particular, Lessee's term under this agreement shall be no greater than Lessor's term under the Master Lease, and is subject to any early termination provisions contained therein. Lessee is bound to Lessor in the Master Lease conferred same manner as Lessor is bound to the Building with respect to all standard lease provisions (e.g., eminent domain, destruction of building, early termination, etc.), as well as the rules and imposed upon Sublessor (regulations of the Building attached hereto as Tenant therein) shall be borne Exhibit ▇. ▇. ▇▇▇▇▇▇ hereby irrevocably assigns to Lessor's landlord all of Lessor's interest in all rentals and income arising from any sublease, license, concession or other consensual arrangement for possession of all or a portion of the suite entered into by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this SubleaseLessor, and all rights Lessor's landlord may collect such rent and privileges contained income and apply same towards Lessor's obligations under the Master Lease; provided, however, that until a default occurs in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent performance of SublesseeLessor's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved obligations under the Master Lease as (taking into account any applicable notice and when duecure periods), will perform SublessorLessor shall have the right to receive and collect such amounts. Lessor's insurance landlord shall not, by reason of this assignments or the collection of rentals, be deemed liable to the Lessee, licensee, concessionaire, or third party for the performance of any of Lessor's obligations under the Lease, license, concession or other consensual arrangement for possession of all or a portion of the premises. Lessor hereby irrevocably authorizes and directs any Lessee, licensee, concessionaire, or other third party, upon receipt of a written notice from Lessor's landlord stating that an uncured default exists in the performance of Lessor's obligations under the Master Lease, to pay to Lessor's landlord all sums then and will otherwise fully thereafter due under the Lease, license, concession or other consensual arrangement for possession of all or a portion of the premises. Lessor agrees that the Lessee, licensee, concessionaire, or other third party may rely on that notice without any duty of further inquiry and faithfully perform notwithstanding any notice or claim by Lessor to the terms and conditions of contrary. c. At any time, Lessor may terminate this Lease upon sixty (60) days written notice to Lessee in the event that Lessor's interest in the Master Lease with respect to is terminated. In the Sublessorevent Lessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of interest in 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, is terminated, forfeited Lessee shall, at the option of Lessor's landlord, attorn to Lessor's landlord or surrenderedLessor's landlord's designee, and recognize Lessor's landlord or which would 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 might cause Sublessor to Lessor's landlord's designee be in default thereunder or liable for any damage, claim previous act or penalty. Sublessee agrees, as an express inducement for Sublessor executing omission by Lessor under this Sublease, or for the return of any advance rental payments or deposits under such agreements that if there is 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 conflict between modification to any such agreements executed without Landlord's consent, or for any advance rental payments in excess of one month's rent. Lessee waives the provisions provision of any law which may give Lessee any right of election to terminate this Lease or to surrender possession of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited Premises by the Master Lease then the provisions reason of the Master Lease shall prevail. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage termination 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 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, 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; 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 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 “Building” 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 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 7.1 Cardinal 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 under the Master Lease as and when due, will perform Sublessor's insurance obligations Premises under the Master Lease, a copy of which is attached hereto as Exhibit B (and will otherwise fully incorporated into this Sublease by reference). 7.2 This Sublease is at all times subject and faithfully perform subordinate to the Master Lease. 7.3 Wherever in the Master Lease the word “Landlord” is used it shall be deemed to mean “Cardinal” in this Sublease, and wherever in the Master Lease the word “Tenant” is used it shall be deemed to mean the “Sublessee” in this Sublease. Therefore, the terms, conditions and respective obligations of Cardinal and Sublessee under this Sublease are intended to be the same terms and conditions of the Master Lease, except that: (a) the obligations under the Master Lease only apply to the Premises, as the term is defined in this Sublease and, with respect to the Sublessor's Percentage. Sublessee covenants prohibition on use and agrees to otherwise fully any indemnification obligations arising out of Tenant’s use of the common areas; (b) the following provisions and faithfully perform the terms and conditions exhibits of the Master Lease have no application to this Sublease: PARKING (Exhibit F of Master Lease including any modification thereto in the First Amendment and Second Amendment to the Master Lease), Sublessee shall instead contract for its parking spaces (including the number of such spaces) directly with Ace Parking per a separate agreement, OPERATING EXPENSES (Exhibit B of Master Lease), Sublessee shall not be responsible for payment of Operating Expenses provided however that the terms of Exhibit C of the Master Lease although referenced in Exhibit B of Master Lease shall neverthless apply to Sublessee (c) Sublessee shall indemnify and hold harmless Cardinal from any and all claims, damages, and expenses, including, but not limited to reasonable attorney’s fees and expenses, arising from or related to Sublessee’s failure to vacate and deliver the Premises to Master Lessor or Cardinal on a before the expiration of the Term. Further, to the extent that Master Lessor is obligated to provide services, to make any repairs or otherwise to maintain any part of the Premises or common areas, including, but not limited Master Lessor’s repair or maintenance of the foundation, structural components, and plumbing repairs 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 provision of services under Paragraph 7.2 of the Master Lease, Cardinal will not be in default under the terms of this Sublease for Master Lessor’s failure to provide the services or perform Master Lessor’s repair or maintenance obligations, provided that, Cardinal has provided notice of the rights required services, repairs or maintenance to Master Lessor pursuant to the terms of Sublessor the Master Lease or as tenant requested by Sublessee. Notwithstanding anything to the contrary contained herein, no obligations are imposed on Sublessee that would render Sublessee in default of the Master Lease. 7.4 Except as delineated in Section 7.3 above, Sublessee assumes every obligation of Cardinal under the Master Lease, with respect to the Premises and with respect to the prohibition on use and any indemnification obligations arising out of Sublessee’s occupancy or use of the Premises or common area, for the benefit of Cardinal and Master Lessor. 7.5 The obligations that Sublessee has assumed under Section 7.4 are referred to as the “Sublessee’s Assumed Obligations.” 7.6 Sublessee indemnifies Cardinal from all damages, including reasonable attorney’s fees, arising out of Sublessee’s failure to comply with or perform Sublessee’s Assumed Obligations. The indemnification obligation of Sublessee shall survive the termination or expiration of this Sublease. 7.7 Cardinal will maintain the Master Lease during the entire term of this Sublease; subject, however, to any earlier termination of the Master Lease without the fault of Cardinal. 7.8 Cardinal represents to Sublessee that the Master Lease is in full force and effect and that Cardinal is not in default under the Master Lease to and no event of default has occurred which with the passage of time, notice or both, would be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in an event 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 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 Subject to all the obligations contained terms, covenants and conditions set forth in this Sublease including the Sublessor's obligation to reimburse Landlord for Operating Expenses, Sublessee agrees to, assumes and shall perform and observe all the terms and conditions to be performed on the part of Sublessor (as Tenant) with respect to the Premises pursuant to the Master Lease, which arise and accrue during the Sublease Term. During the Term of this Sublease, Sublessee agrees not to do or omit to do (where Sublessee has a legal duty to act) anything which would cause Sublessor to be in breach of the Master Lease, as incorporated herein. Sublessee acknowledges that it has received a complete and correct copy of the Master Lease conferred and imposed upon Sublessor (as Tenant therein) further acknowledges that its duly authorized agent has read and has full knowledge of all of the terms, covenants, conditions, rules and regulations, if any, of the Master Lease. This Sublease is and 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, 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 shall 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 considered incorporated into this Sublease, that if as set forth in this Section, and in the event there is any conflict between the provisions terms of this Sublease and the Master Lease with respect to obligations owed by Sublessor or Sublessee to Landlord or to the Landlord's rights, (except with respect to Base Rent, Rent, Operating Expense Base Year, Tax Base Year, pro rata share, Commencement Date, Term, and Security Deposit - in which case the terms of the Sublease shall control) 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 shall govern. Wherever in the Master Lease then the word "Tenant" is used, it shall mean the "Sublessee" herein, and wherever in the Master Lease the word "Landlord" is used, it shall mean the "Sublessor" herein, and wherever the word "Premises" is used, it shall mean the Premises subleased hereunder. The following provisions of the Master Lease shall prevail. B. Sublessee shall pay not be incorporated into this Sublease: the last sentence of Article 17; Article 32; Article 34 and Article 39. Anything contained in this Sublease to Sublessorthe contrary notwithstanding, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage the existence of any this Sublease is dependent and all sums (except fixed annual rent payable under conditioned upon the existence of 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 the cancellation or termination of the Master Lease for any reason, this Sublease shall thereupon be terminated without the need for further action and (except for any cancellation or termination caused by a default of Sublessor, as Tenant under the Master Lease or as Sublessor under this Sublease, or any cancellation or termination voluntarily entered into by Sublessor) without liability to Sublessor. If Sublessee is not in default under the terms and conditions hereof, any such default or failure of performance by Master Landlord, termination shall be without liability between Sublessor agrees, upon notice from and Sublessee, except for such liability theretofore accruing or as otherwise provided herein; however, if Sublessee is in default, the provisions hereof including those of default shall control as to make immediate demand upon Sublessee's liability. Sublessor hereby covenants that (a) it shall not agree to any termination, cancellation, or other modification or amendment of the Master Landlord to Lease that might adversely affect the rights of Sublessee under this Sublease, (b) that Sublessor shall promptly perform all of its obligations under the Master Lease which are not otherwise to be performed by Sublessee under this Sublease and (c) that it shall promptly forward to Sublessee copies of all default notices and operating expense and tax statements received from Landlord. Notwithstanding the foregoing or anything else in this Sublease to the contrary, Sublessee shall have no obligation to (i) cure any default of Sublessor under the Master Lease; (ii) perform any obligation of Sublessor under the Master Lease that arose prior to the Commencement Date; (iii) repair any damage to the Premises caused by Sublessor; (iv) indemnify Sublessor or Landlord with respect to any act, omission, negligence or willful misconduct of Sublessor, or its agents, employees or contractors; (v) remove any Alteration Work or Lines installed in the Premises prior to the Commencement Date of the Sublease; (vi) pay for any overtime utilities for which Sublessor is liable under the Master Lease unless such utilities have been requested by Sublessee; and (vii) bring the Premises into compliance with any laws with which the same do not comply as of the Commencement Date except if caused by Sublessee's particular use.

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 (a) PMSI shall use its reasonable efforts to ------------ procure the obligations contained in consent 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 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, if necessary, to the subleasing to WAL of the Sublet Facility and will this Sublease shall not be effective until such consent is obtained. (b) WAL agrees to execute and deliver any documentation and/or furnish any information reasonably requested by Master Landlord and otherwise fully cooperate reasonably with PMSI and faithfully perform Master Landlord in connection with obtaining the Master Landlord's consent to this Sublease. (c) WAL has reviewed and hereby agrees to be bound by all the terms and conditions of the Master Lease Lease. WAL shall not engage in any activity, or fail to take any necessary action if such action is required, that would put it and/or PMSI in violation of any governmental regulation or authority or otherwise put PMSI in breach of its obligations under the Master Lease. WAL agrees to indemnify and hold Mater Landlord and PMSI harmless from and against any loss or damage, including reasonable attorney's fees, resulting from a breach of the agreements and covenants by WAL in this Paragraph or otherwise arising from the use or occupancy of the Sublet Facility or of any business conducted therein, or from any work or thing whatsoever done or conditions created by or any act or omission of WAL, its employees, agents, contractors, invitees or licensees, in or about the Sublet Facility. (d) This Sublease shall be expressly subject and subordinate to and does hereby incorporate all the terms, covenants and conditions contained in the Master Lease, except for the Minimum Annual Rent and such other terms, covenants and conditions as are specifically inconsistent with respect the terms hereof (but only to the Sublessor's Percentageextent that the same are inconsistent) or do not relate to subleasing of the Sublet Facility pursuant to this Sublease. Sublessee covenants Notwithstanding the foregoing, the following are not incorporated into this Sublease: Sections 1, 2, 3, 5(a), 6, 20, the portion of the first sentence of Section 22 up to and agrees to otherwise fully including the words "or encumbrance," and faithfully perform the terms last sentence of said Section 22, 27 ("Broker"), 27 ("Lease Guaranty"), 29, 30, 31, 32, 33(b), 35, 36, and conditions the last five words of Section 40 ("the Building or the Property") of the Master Lease, and provided that wherever the term "Tenant" occurs in the Master Lease the same shall be deemed to refer to WAL herein, and the Sublease on its part term "Landlord" as used therein shall refer to PMSI herein, and provided that wherever the term "Premises" occurs in the Master Lease the same shall be performed. Neither deemed to refer to the Sublessor nor Sublessee shall do or cause Sublet Facility herein, except as otherwise provided in this document. (e) Except as otherwise provided herein, PMSI does not assume any obligation to be done any act which would or might cause perform the terms, covenants and conditions contained in the Master Lease, or the rights of Sublessor as tenant under in the Master Lease as incorporated herein, on the part of Master Landlord to be endangeredperformed (including without limitation, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor covenants with respect 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 maintaining insurance of Section 7 of the Master Lease Lease, repairs, maintenance 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 providing services of Sections 8 and 39 of the Master Lease shall prevail. B. Sublessee shall pay to SublessorLease, within ten (10) days restoration after demand therefor by Sublessor, Sublessee's Percentage fire or other casualty or condemnation of any Sections 16 and all sums (except fixed annual rent payable under 19 of the Master Lease) due pursuant ), and in the event that the Master Landlord should fail to perform any of the terms, covenants and conditions contained in the Master Lease. Sublessor shall not demand such payment prior , PMSI shall, if so requested by WAL and at the expense of WAL, promptly and diligently use its reasonable efforts to cause 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, provided that in no event shall PMSI be required to commence a lawsuit against Master Landlord. In any event, except as otherwise provided in the Master Lease (and then only to the extent -------- that PMSI receives the same from Master Landlord), WAL shall not be allowed any abatement or diminution of rent under this Sublease because of the failure of Master Landlord to perform any of its obligations.

Master Lease. A. All 2.1 Sublandlord is the obligations contained in Tenant of the Premises by virtue of an Industrial Lease Agreement dated June 4, 1994, as amended by that certain First Amendment to Lease dated June 12, 1995, (for the period April 1, 1995 through December 31, 2000), hereinafter sometimes referred to as "Master Lease A"; and by virtue of an Industrial Lease Agreement dated March 24, 1999 (for the period January 1, 2001 through December 31, 2005), hereinafter sometimes referred to as "Master Lease B"; hereinafter sometimes referred to collectively as the "Master Lease," wherein The Irvine Corporation, by Assignment from AETNA Life Insurance Co., is the "Landlord", hereinafter referred to as the "Master Landlord." A copy of the Master Lease conferred (comprised of Master Lease A as amended, and imposed upon Sublessor (Master Lease B) is attached hereto as Tenant therein) Attachment I and incorporated herein by this reference. A copy of the aforesaid Assignment is attached hereto as Attachment II and incorporated herein by this reference. 2.2 This Sublease is and 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 Lease. All references herein to the Sublessor's Percentage"Master Lease" for the period from the Sublease Commencement Date through December 31, 2000 shall be deemed references to Master Lease A; and all references herein to the "Master Lease" for the period from January 1, 2001 through the Sublease Termination Date shall be deemed references to Master Lease B. 2.3 For purposes of this Sublease, except as otherwise provided herein, wherever in the Master Lease the word "Landlord" is used it shall be deemed to mean the Sublandlord herein and wherever in the Master Lease the word "Tenant" is used it shall be deemed to mean the Subtenant herein. Sublessee covenants Subtenant hereby assumes and agrees to otherwise fully and faithfully perform the terms and conditions 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 as tenant "Tenant" under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor the extent said obligations apply 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 Subleased Premises and Subtenant's use of the Master Lease common areas and this Sublease all areas appurtenant thereto (which would permit Sublessee to do obligations shall not include those arising out of or cause to be done any act which is prohibited by the Master Lease then the provisions in connection with Sublandlord's use of the Master Lease Premises prior to the commencement date of this); except that Subtenant shall prevail. B. Sublessee shall not be required to 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 the Rent or Security Deposit required under the Master Lease) due pursuant , and shall not be required to perform those obligations of "Tenant" under the Master Lease. Sublessor Lease which are directly contradicted by this Sublease, in which event the terms of this Sublease document 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 control over the Master Lease. C. Notwithstanding anything 2.4 Sublandlord hereby agrees to use all reasonable efforts to cause Landlord under the Master Lease to perform all of the obligations of Landlord thereunder to the contrary herein containedextent said obligations apply to the Subleased Premises and Subtenant's use of the common areas. Subtenant shall not commit or permit to be committed on the Subleased Premises, Sublessor shall have no duty itself to perform common areas or areas appurtenant thereto any obligations act or omission, which violates any, term or condition of the Master LandlordLease. Except to the extent waived or consented to in writing by the other party or parties hereto who are affected thereby, nor shall such default neither of the parties hereto will, by renegotiation of the Master Landlord affect 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 of the terms of this Sublease and in taking all such on 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 Section 2 or elsewhere in this Sublease shall prevent or prohibit Sublandlord (a) from exercising its right to terminate the Master Lease pursuant to the terms thereof or (b) from assigning its interest in this Sublease or waive or defer subletting the performance Premises to any other third party. 2.5 Sublandlord represents to Subtenant that the Master Lease is in full force and effect and that no default exists on the 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 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 Subleased Premises with the same effect as if Sublandlord and Subtenant were, respectively, the Landlord and Tenant as named in the Master Lease conferred Lease. Subtenant hereby covenants to perform the covenants and imposed upon Sublessor (undertakings of Sublandlord 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 to the extent the same are applicable to the Subleased Premises during the Sublease Term and when dueagrees not to do or permit to be done any act which shall result in a violation of any of the terms and conditions of said Master ▇▇▇▇▇. Subtenant acknowledges and agrees that Subtenant shall not alter, will perform Sublessor's insurance obligations under the Master Leasechange, and will or otherwise fully and faithfully perform modify the terms and conditions of the Master Lease with respect to without the Sublessor's Percentageprior written consent of Sublandlord and Master Landlord. Sublessee covenants and agrees to otherwise fully and faithfully perform Without limiting the terms and conditions generality of the foregoing, the parties agree that any provisions of the Master Lease and granting Sublandlord the right to terminate, extend or renew the term of the Master Lease or expand the Subleased Premises shall not be applicable to this Sublease. If the Master Lease should terminate prior to the expiration of the Sublease on Term, Sublandlord shall have no liability to Subtenant. Where the Master Lease grants Sublandlord any discretionary right to terminate the Master Lease, whether due to casualty, condemnation, or otherwise, Sublandlord shall be entitled to exercise or not exercise such right in its part sole and absolute discretion without the necessity of obtaining any consent or approval from Subtenant. Subtenant covenants and agrees that (a) Subtenant will perform and observe all of the terms, covenants, conditions and agreements of the Master Lease to be performed. Neither performed by Sublandlord (including, without limitation, the Sublessor nor Sublessee providing of estoppel certificates in accordance with the Master Lease, if applicable) relating to the Subleased Premises, (b) Subtenant shall do not do, suffer or cause permit anything to be done any act which would constitute a default under the Master Lease or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangeredcanceled, cancelledterminated or forfeited, terminatedand (c) Subtenant will, forfeited to the extent permitted by law, indemnify and hold harmless Sublandlord and Sublandlord’s shareholders, members, partners, directors, officers, employees, agents and contractors from and against all claims, liabilities, losses and damages of any kind that Sublandlord may incur to the extent they are by reason of, resulting from or surrendered, or which would or might cause Sublessor arising out of a failure by Subtenant 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 comply with 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 and/or the Master Lease, including, without limitation, subsections (a) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty and (30b) days before the date any such sum shall be due and owing under the Master Leaseof this Section. 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 Balance as of the obligations date of sale as if this Lease had been terminated with respect to all of the Properties then subject to this Lease under Section 18.1, and all other amounts then payable by Lessee under this Lease and the other Operative Documents, with Lessor having the right to apply the proceeds of sale to the amounts described above in this clause (ii) in such order, proportion and priority as Lessor may elect in its sole and absolute discretion. To the extent permitted by applicable statutes, Trustee may postpone the sale of all or any portion of any Property or the Properties by public announcement at the time and place of sale, and from time to time thereafter may again postpone that sale by public announcement or subsequently noticed sale, and without further notice may make such sale at the time fixed at the last postponement or may, in its discretion, give a new notice of sale. A sale of less than all of any Property or the Properties or any defective or irregular sale made hereunder shall not exhaust the power of sale provided for herein, and subsequent sales may be made hereunder until all of the Obligations have been satisfied or all the Properties have been sold, without defect or irregularity. No action of Lessor or Trustee based upon the provisions contained herein or contained in the Master Lease conferred applicable statutes, including, without limitation, the giving of the Notice of Default and imposed upon Sublessor (as Tenant therein) Election to Sell or the Notice of Sale, shall constitute an election of remedies which would preclude Lessor from pursuing judicial foreclosure before a completed sale pursuant to the power of sale contained herein. Lessor shall have the right, with the irrevocable consent of Lessee hereby given and evidenced by the execution of this instrument, to obtain appointment of a receiver by any court of competent jurisdiction without further notice to Lessee, which receiver shall be borne by Sublessor authorized and Sublessee empowered to enter upon and take possession of any Property or the Properties, including all personal property used upon or in accordance connection 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 Sublesseereal property herein conveyed, to let any Property or the extent of Sublessee's Percentage. Sublessor covenants Properties, to receive all the rents, issues and agrees it will make payment of the rentals reserved under the Master Lease as and when dueprofits, will perform Sublessor's insurance obligations under the Master Leaseif any, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with which may be due or become due in respect to the Sublessor's Percentage. Sublessee covenants leasing of any Property or the Properties to another party ("Property Rents"), and agrees apply the Property Rents after payment of all necessary charges and expenses to otherwise fully and faithfully perform the terms and conditions reduction of the Master Lease Obligations in such order, proportion and priority as Lessor may elect. At the Sublease on its part to be performed. Neither option of Lessor, the Sublessor nor Sublessee receiver shall do or cause to be done accomplish entry and taking possession of any act which would or might cause the Master Lease, Property or the rights Properties by actual entry and possession or by notice to Lessee. The receiver so appointed by a court of Sublessor competent jurisdiction shall be empowered to issue receiver's certificates for funds advanced by Lessor for the purpose of protecting the value of any Property or the Properties as tenant under security for the Master Lease Obligations. The amounts evidenced by receiver's certificates shall bear interest at the Overdue Rate and may be added to the Obligations if the Lessee or a junior lienholder purchases any Property or the Properties at the trustee's sale. Trustee or any successor acting hereunder may resign and thereupon 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 discharged 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) Mortgagor, each for themselves and not the other, represents and warrants that: (i) to the best of its knowledge, the Master Lease is valid and in full force and effect in accordance with its terms without modification and no default under the Master Lease has occurred and is continuing; and (ii) as of the date hereof, all of the fees, rentals, additional rentals and other charges payable under the Master Lease prior to the date hereof have been paid. (b) With respect to the Master Lease, the Borrower covenants that : (i) The Borrower shall: (A) promptly pay when due and payable the fees, royalties, rentals, additional rentals and other charges provided for under the terms and provisions of the Master Lease, (B) promptly perform and observe all of the terms, covenants and conditions required to be performed and observed by the Borrower under the Master Lease, within the grace periods provided for in the Master Lease or such ▇▇▇▇▇▇ ▇▇▇▇▇ periods as are provided in this Mortgage, and do all things reasonably necessary to preserve and to keep unimpaired its rights under the Master Lease and the Borrower shall enforce the obligations of the ▇▇▇ under the Master Lease, to the extent that the Borrower may enjoy all of the rights granted to it under the Master Lease; (C) promptly notify Mortgagee of any default by the Borrower or the ▇▇▇ in the performance and observance of any of the terms, covenants or conditions on the part of the Borrower or the ▇▇▇ to be performed or observed under the Master Lease; (D) promptly notify Mortgagee of the receipt by the Borrower of any written default notice from the ▇▇▇ under the Master Lease pursuant to the provisions thereof and promptly cause a copy of each of such default notice received by the Borrower under the Master Lease to be delivered to Mortgagee; and (E) within fifteen (15) days after written demand from Mortgagee, obtain from the ▇▇▇ under the Master Lease and deliver to Mortgagee a certificate that the Master Lease is unmodified and in full force -and effect and the date to which the fees, rentals, additional rentals and other charges payable thereunder have been paid and stating whether to the IDA's actual knowledge without inquiry the Borrower is in default in the performance of any covenants, agreements or conditions contained in the Master Lease, and, if so, specifying such defaults. (ii) Borrower shall not, without the prior consent of Mortgagee, terminate, cancel, modify, supplement or surrender or suffer or permit any termination, modification or surrender of the Master Lease conferred and imposed upon Sublessor (will not subordinate or consent to the subordination of the Master Lease to any mortgage on the IDA's interest in the property demised by the Master Lease. Borrower hereby assigns to Mortgagee, as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with additional collateral for repayment of the SublessorObligations, all of Borrower'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 to terminate, cancel, surrender, modify, change, supplement, extend, renew or amend the Master Lease and when dueany such termination, will perform Sublessorcancellation, surrender, modification, change, supplement, extension, renewal, or amendment of the Master Lease without the prior written consent of Mortgagee shall, at Mortgagee's insurance option, be void and of no force and effect. (iii) If Borrower shall fail to comply fully with any of its obligations under the Master Lease, and will otherwise fully and faithfully perform that failure in any manner threatens to impair Mortgagee's security under this Mortgage, Mortgagee may, at its option but without any obligation to do so, upon notice to Borrower take any action necessary or desirable to cure any such failure by Borrower in the terms performance of any of the terms, covenants and conditions of the Master Lease with respect Lease, Mortgagee being authorized to enter upon the Sublessor's Percentage. Sublessee covenants and agrees Mortgaged Property for such purposes provided, that, any payment made or act done by Mortgagee to otherwise fully and faithfully perform the terms and conditions cure such failure shall not constitute an assumption of the Master Lease and or any of the Sublease obligations of Mortgagor or any other person thereunder or otherwise. Borrower shall, immediately on its part demand, pay to Mortgagee all costs of Mortgagee incurred in curing any such default, together with all interest on such costs from the date of expenditure at the then highest rate being charged on any of the Obligations. (iv) The provisions hereof shall be deemed to be performed. Neither obligations of the Sublessor nor Sublessee Borrower in addition to the Borrower's obligations as lessee with respect to similar matters contained in the Master Lease; provided, however, the inclusion herein of any covenants and agreements relating to similar matters as to which the Borrower is obligated under the Master Lease shall do not restrict or cause limit the Borrower's duties and obligations to be done any act which would or might cause keep and perform when due all its covenants, agreements and obligations as lessee under the Master Lease, and nothing in this Mortgage shall be construed as requiring the Borrower or the rights of Sublessor as tenant under the Master Lease Mortgagee to be endangered, cancelled, terminated, forfeited take or surrendered, or omit to take any action which would or might cause Sublessor to be in a 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 (c) There shall have be no duty itself to perform any obligations merger of the Master LandlordLease or any interest therein nor of the leasehold estate or other estate created thereby with the fee estate to the Mortgaged Property or any portion thereof by reason of the fact that the Master Lease or any interest therein or the leasehold or other estate thereunder may be held directly or indirectly by or for the account of any person who also holds the fee estate to the Mortgaged Property or a portion thereof or any interest therein. In case the Borrower acquires the fee title or any other estate, nor title or interest to the Mortgaged Property, whether pursuant to the purchase option contained in the Master Lease or otherwise, this Mortgage shall attach to and over and be a lien upon the fee title of such default other estate so acquired, and such fee title or other estate shall, without further assignment., mortgage or conveyance, become and be subject to the lien -of and covered by this Mortgage. The Borrower shall notify Mortgagee of any such acquisition by the Borrower and, on written request by Mortgagee, and, at the Borrower's sole cost and expense, shall cause to be executed and recorded all such other and further assurances or other instruments in writing as may in the opinion of Mortgagee be required to carry out the intent and meaning hereof and shall provide a title insurance policy which shall insure that the lien of this Mortgage is a lien on the Borrower's interest in the Mortgaged Property subject only to the Permitted Encumbrances. (d) Borrower shall, at least thee (3) months prior to the last day upon which Borrower may validly exercise any option to renew or extend the term of the Master Landlord affect this Sublease Lease: (i) exercise such option in such manner as will cause the term of the Master Lease to be effectively renewed or waive or defer extended for the performance of any of Sublessee' s obligations hereunderperiod provided by such option; provided, nevertheless, and (ii) give immediate written notice thereof to Mortgagee; provided that in the event of failure of Borrower to do so, Mortgagee shall have, and is hereby granted, the irrevocable right to exercise any such default option, whether in its own name and behalf, or failure in the name and behalf of performance by a designee or nominee of Mortgagee or in the name and behalf of Borrower, as Mortgagee shall in its sole discretion determine. (e) The Borrower agrees: (i) that it shall exercise its purchase option under the Master Landlord, Sublessor agreesLease prior to allowing the ▇▇▇ thereunder (or any other party) to exercise any right it may have to take possession of the Mortgaged Property or any part thereof; and (ii) that it shall, upon notice the request of Mortgagee, use reasonable efforts to amend the Master Lease in respects material to the interests of Mortgagee hereunder, as the same shall be reasonably determined from Sublesseetime to time by Mortgagee. Without limiting the generality of this Section 1.18(e), if the Borrower fails to make immediate demand upon Master Landlord comply with clause (i) above, Mortgagee shall have, and is hereby granted by Borrower, the irrevocable right to perform its obligations exercise any purchase option under the Master Lease, whether in its own name and behalf, or in the name and behalf of a designee or nominee of Mortgagee or in the name or behalf of the Borrower, as Mortgagee shall in its discretion determine. (f) The ▇▇▇ covenants and agrees not to take any enforcement action under the Master Lease which interferes with any enforcement action taken by the Mortgagee under this Mortgage; provided, however, nothing shall prevent the ▇▇▇ from taking any action under the Master Lease to terminate the Master Lease and reconvey the Mortgaged Property to the Borrower.

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 ASP Burbank, LLC 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 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 in Section 9 hereof, 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 Subleased 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. 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, be changed for the purposes of incorporation herein by reference by shortening the same in each instance by three (3) business days, so that in each instance Subtenant shall have three (3) business days less time to observe or perform hereunder than Sublandlord has as the tenant under the Master Lease; provided that the foregoing shall not apply to the time period set forth in the last line of Section 19.1.1, under which Subtenant shall have only one (1) business day less time. As between the parties hereto only, in the event of a conflict between the terms 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 such conflict between shall be resolved in every instance in favor of 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 prevailSublease. 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 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. 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 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 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 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 Lease constitutes one indivisible lease of the obligations contained entire leased property. The Premises constitutes 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 equally and uniformly 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 ▇▇▇▇▇ ▇▇▇▇▇▇ (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 or notice given by Sublessor Landlord’s Representative as being by or from Landlord in respect of this Lease. All notices, consents, waivers and Sublessee 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 Percentage, respectively, except as modified and amended by execution 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 Tenant shall execute each of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants Operating Subleases, 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 the obligations contained in This Sublease Agreement is subject and subordinate to the Master Lease conferred and imposed upon Sublessor (Lease. Except as Tenant therein) shall may be borne by Sublessor and Sublessee in accordance inconsistent with the Sublessor's Percentage and terms hereof, all of 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 conditions and obligations of the rentals reserved Sublessor as Master Lessee under the Master Lease shall be applicable to Sublessee with the same force and effect as and when due, will perform Sublessor's insurance obligations if Sublessee were the Master Lessee under the Master Lease. Except as expressly modified herein, Sublessee hereby assumes and will otherwise fully agrees to be bound by each and faithfully perform the terms every such term, covenant and conditions condition 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 Lessee under the Master Lease and the Sublease on its part Sublessee agrees not to be performed. Neither the Sublessor nor Sublessee shall do or cause permit anything to be done any act which would or might cause the Master Leasecause, or the rights of Sublessor as tenant under if not cured within any applicable grace period, the Master Lease to be endangeredterminated or forfeited by reason of any right of termination or forfeiture reserved or vested in the Master Landlord under the Master Lease. Notwithstanding the generality of the foregoing, cancelledSublessee agrees to take good care of the Subleased Premises and keep the same clean and in a sanitary condition, terminatedfree from any insects, forfeited rodents and other pests or surrenderednuisances, and in good order and repair, to comply with all legal requirements and restrictions of all proper authorities that have jurisdiction over the Subleased Premises, and with the terms and provisions of all statutes, ordinances, codes and regulations applicable to Sublessee, the Subleased Premises and Sublessee’s use of the Subleased Premises and to give Sublessor prompt notice of any accident, fire, damage or injury to, or occurring on, the Subleased Premises and of any other matter which would or might cause Sublessor is required to be in default thereunder or liable for any damage, claim or penaltynotify the Master Landlord under the Master Lease. Sublessee agreesshall perform all covenants and obligations of the Master Lessee under the Master Lease. Notwithstanding the foregoing provisions of this Section 4, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the following provisions of the Master Lease are expressly excluded from incorporation herein: ARTICLE TWENTY-NINTH and this Sublease which would permit Sublessee ARTICLE THIRTIETH. Sublessor agrees not to do enter into any amendment or cause to be done any act which is prohibited by the Master Lease then the provisions modification of the Master Lease shall prevail. B. which might have an adverse effect on Sublessee’s occupancy of the Subleased Premises or its use of the Subleased Premises for its intended purposes, including, without limitation, any amendment or modification which would result in a reduction of essential building services or appurtenant rights, a reduction of the length of the Term, a reduction in access to the Subleased Premises (except for security measures imposed uniformly and non-discriminatorily upon all tenants and occupants of the Building) or in a termination of the Master Lease, without obtaining the prior written consent of Sublessee, which consent may be reasonably withheld. Sublessee shall pay have the right to Sublessor, within ten (10) days after demand therefor receive all of the services and benefits with respect to the Subleased Premises which are to be provided by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable the Master Landlord under the Master Lease) due pursuant to . In the Master Lease. Sublessor shall not demand event of any default or failure of 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 performance by 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, Sublessor agrees that in the event of any such default or failure of performance by Master Landlord, Sublessor agreesit will, upon notice from Sublessee, to make immediate demand upon the Master Landlord to perform its obligations under the Master Lease and, provided that Sublessee agrees to pay all costs and expenses of Sublessor and provide Sublessor with security reasonably satisfactory to Sublessor to pay such costs and expenses, Sublessor will take appropriate legal action to enforce the provisions of the Master Lease against the Master Landlord. If Sublessor shall default in any of its obligations with respect to the Premises, or there shall exist a bona fide dispute or disparity between the terms, covenants, conditions, provisions and agreements of this Sublease and the Master Lease and Sublessee notifies Sublessor in writing that Sublessee has previously notified Master Landlord of such dispute and that such default or notice has been disregarded or not reasonably acted upon, then Sublessor shall notify Master Landlord of such default or dispute in its name on Sublessee’s behalf, at Sublessee’s sole cost and expense; however, in this event, the Sublessor shall seek to recover any and all fees in the prosecution of the obligations under the Master Lease or this agreement and if the Sublessor is victorious in both (i) enforcing any rights under this agreement and/or the Master Lease and (ii) recovery of fees and costs associated with such prosecution, then the Sublessor shall immediately reimburse the Sublessee with any such amounts actually received by Sublesssor for Sublessee’s actual cost expended in connection with the enforcement of this provision. Sublessee shall be entitled to participate with Sublessor in the enforcement of Sublessor’s rights against Master Landlord, but Sublessor shall have no obligation to bring any action or proceeding nor to take any steps to enforce Sublessor’s rights against Master Landlord. If, subsequent to (i) written request from Sublessee, (ii) verification by Sublessor that a bona fide dispute or disparity exists and (iii) Sublessee’s provision of adequate monies and security to fund Sublessor’s reasonable action to enforce such rights against the Master Landlord, Sublessor shall fail or refuse to take reasonable action for the enforcement of Sublessor’s rights against Master Landlord with respect to the Premises, Sublessee shall have the right to take such action in its own name. In furtherance of the foregoing, and for such purpose and only to such extent that Sublessor fails to reasonably pursue the enforcement of such rights against Master Landlord under the prior conditions, all of the rights of Sublessor under the Master Lease (including Sublessor’s arbitration rights) are hereby conferred upon and assigned to Sublessee and Sublessee hereby is subrogated to such rights to the extent that the same shall apply to the Sublet Premises. If any such action against Master Landlord in Sublessee’s name, shall be barred by reason of lack of privity, non-assignability or otherwise, Sublessee may take such action in Sublessor’s name provided Sublessee has obtained the prior written consent of Sublessor, which consent shall not be unreasonably withheld or delayed (and if it is apparent that Sublessee must act promptly in order to preserve its rights, any failure on Sublessor’s part to respond to Sublessee’s request to take action in Sublessor’s by a date that is the earlier of (i) thirty (30) days after Sublessee’s request, or (ii) five (5) business days prior to the date upon which such rights may be lost, shall be automatically deemed Sublessor’s consent thereto), and in connection therewith, Sublessee does hereby agree to indemnify and hold Sublessor harmless from and against all liability, loss or damage, including, without limiting the foregoing, reasonable attorneys’ fees and disbursements, which Sublessor shall suffer by reason of such action. Sublessee represents that it has read and is familiar with the terms of the Master Lease.

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 (a) Sublessor is the obligations contained in lessee of the Premises by virtue of the Master Lease conferred Lease", wherein C.M Stratplan, Inc. and imposed upon Sublessor C.M. Winprop, Inc. are the lessor, (as Tenant therein"Master Lessor"). (b) This Sublease is and shall at all times be borne by subject and subordinate to the Master Lease. (c) The terms, conditions and 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"), except for the obligations that Sublessee has not assumed under this Paragraph 7, hereinafter referred to as the "Sublessor's Remaining Obligations". Sublessor's Remaining Obligations shall mean all financial obligations payable to the Master Lessor under the Master Lease by Sublessor as Tenant thereunder. (e) If, at any time and from time to time, Sublessee requests that Landlord provide Sublessee any special services (after-hours HVAC, special janitorial services or any other services or facilities for which Landlord is permitted to assess a separate charge in addition to Base Rent) other than the construction or installation of Alterations, Landlord may (but shall not be required to) provide the requested services to Sublessee only with Sublessor's specific consent. In the event that Landlord provides such special services, with Sublessor 's specific consent, Landlord's charges for such special services (at Landlord's normal rates or at Landlord's cost plus Landlord's normal administrative charge) shall constitute Monthly Rent under the Lease for which Sublessor shall be liable. Sublessee shall pay such charges to Landlord as and when due and shall indemnify Sublessor against any liability in respect of such charges (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. Initials ______ _______ December 19, 2002 Sublease Agreement re: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, Ste 115, Pleasanton, CA Horgarty Funding /Brightstar (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 the obligations contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) 2.1 The Sublease shall be borne by Sublessor 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 at all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, times 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 to all of its provisions, covenants and conditions. Landlord shall not be bound or estopped in any way by any of the terms, covenants, or conditions of the Sublease, nor shall any provision of the Sublease on its part or this Agreement operate as an express or implied consent to be performed. Neither or approval or ratification by Landlord of any specific provisions of the Sublessor nor Sublessee shall do Sublease or cause to be done as an endorsement, representation or warranty of any act which would or might cause kind by Landlord regarding the Master LeasePremises, or the rights of Sublessor as tenant under Tenant, the Master Lease to be endangeredor any other matter, cancelled, terminated, forfeited or surrendered, or all of which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penaltyare expressly disclaimed. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is In case of 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 Landlord and Tenant, the provisions of the Master Lease shall prevailprevail unaffected by the Sublease. Tenant and Subtenant agree that the Sublease is hereby amended to conform to the terms and conditions of this Agreement. B. Sublessee 2.2 Notwithstanding any provision of the Sublease to the contrary, including, without limitation, anything contained in the paragraphs entitled “Rent”, “Operating Expenses” and “Miscellaneous”, nothing contained in the Sublease shall pay to Sublessoralter, within ten (10) days after demand therefor by Sublessoramend, Sublessee's Percentage expand or reduce any of any and all sums (except fixed annual rent payable the obligations of Landlord or Tenant under the Master Lease) due pursuant , nor impose on Landlord any obligation to provide notice to, or obtain consent from, Subtenant with respect to amendments, defaults, waivers or any other matters pertaining to the Master LeaseLease or the Premises. Sublessor shall not demand such payment prior Except to the date which is thirty (30) days before extent the date any such sum Sublease becomes a direct lease between Landlord and Subtenant pursuant to Section 4.1 below, all communications with Landlord regarding the Master Lease, the Premises, the Sublease or Subtenant shall be due and owing recognized by Landlord only if made by Tenant, not Subtenant, including without limitation, requests for approvals as required under the Master LeaseLease and requests for any service to be supplied by Landlord to the Subleased Premises. Tenant consents that Landlord may elect to communicate directly with Subtenant regarding Subtenant’s occupancy of the Subleased Premises or the Sublease without any implied waiver of this provision. Tenant shall indemnify, protect, defend and hold Landlord harmless from any liability of, or claim against Landlord by Subtenant which arises from Tenant’s failure to timely provide notice to Landlord of requests made by Subtenant to Tenant, as the sublandlord under the Sublease. C. 2.3 Notwithstanding anything any provision to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations contained in the paragraph entitled “Operating Expenses” of the Master LandlordSublease, nor shall such default Tenant and Subtenant acknowledge and agree that, pursuant to Section 13 of the Master Landlord affect this Sublease or waive or defer Schedule to 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 Original Master Lease, the Base Year for the Original Premises is 1998, and, pursuant to Section 9 of the Second Amendment, the Base Year for the Expansion Space is 2001.

Master Lease. 7.1 Sublessor is the lessee of the Premises by virtue of a lease between Cabot Industrial Trust, as a successor in interest to Northwestern Mutual Life Insurance Company as landlord ("Master Lessor") and Sublessor, as tenant, dated November 29, 1990, a copy of which is attached hereto and marked Exhibit A. All In the obligations contained in event of a conflict between the terms of the Master Lease conferred and imposed upon Sublessor (as Tenant therein) this Sublease, the terms of this Sublease, with regard to the Sublessee's obligations, shall prevail to the extent the Master Lease applies to the Premises. 7.2 This Sublease is and shall be borne by at all times subject and subordinate to the Master Lease. 7.3 The terms, conditions and 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 event, as by Sublessor and Sublessee, 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. 7.4 During the term of this Sublease and for all periods of subsequent for obligations which have arisen prior to the expiration or termination of this Sublease, Sublessee does hereby expressly assume and agree to perform and comply with, for the benefit of the Sublessor and Master Lessor, each and every obligation of Sublessor under the Master Lease except for the following paragraphs which are excluded therefrom: Sublessor's obligations in respect of Rent and Additional Rent; moreover, Sublessee's use shall be as described in Section 6.1 hereof. Without limiting the generality of the foregoing, Sublessee shall, prior to commencement of the term, provide a certificate of insurance evidencing liability insurance in the amount and having the attributes described in Section 5(b) of the Master Lease. Such certificate shall identify Sublessor and Master Lessor as additional insureds. 7.5 The obligations the 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, including reasonable attorney's 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 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, including reasonable attorney's fees, arising out of Sublessee's failure to comply with or perform Sublessee'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 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 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 referred to as the “Master Lease”, a copy of which is attached hereto marked Exhibit 1. Dated , 20 wherein is 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 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 (a) This Sublease is subject and subordinate to the obligations contained Master Lease. Except as may be inconsistent with the terms and provisions hereof or as otherwise set forth in subparagraph (c)(iii) below, the terms and provisions of the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor applicable to this Sublease and Sublessee in accordance with shall be incorporated into this Sublease as if Sublandlord was 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 landlord under the Master Lease and Subtenant was the tenant under the Master Lease, except to the extent inconsistent with the agreements and understandings expressed in this Sublease or to the extent prior to the Sublease Commencement Date or after the expiration or termination of the Sublease Term. Where reasonably necessary, the terms of the Master Lease, as and when dueincorporated into this Sublease as aforesaid, will perform Sublessor's insurance obligations shall be construed (i) in light of the fact that Sublandlord (unlike Master Landlord) does not own a fee interest in the Premises but only a leasehold interest under the Master Lease, and will otherwise fully (ii) in light of the fact that Subtenant shall not occupy the entire Premises but only the portion of the Premises defined as the Subleased Premises. Sublandlord and faithfully perform the terms and conditions of Subtenant anticipate that Master Landlord's performance in accordance with the Master Lease with respect to shall fulfill the Sublessorequivalent obligation of Sublandlord hereunder, and in the event of Master Landlord'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 default under the Master Lease, or Subtenant's rights shall be limited as provided in the rights following subparagraph (b) of Sublessor as tenant under this Paragraph 4. As between Sublandlord and Subtenant, if the terms of this Sublease conflict with the terms of the Master Lease, then the terms of this Sublease shall control. With respect to this Sublease, Subtenant shall perform and observe all the obligations, covenants and conditions contained in the Master Lease on Sublandlord's part that are incorporated hereinabove by reference and to be endangeredthe extent that the obligations, cancelledcovenants and conditions apply and accrue from and after the Sublease Commencement Date (but excluding the payment of Total Monthly Rent (as defined in the Master Lease), terminated, forfeited or surrenderedAdditional Rent (as defined in the Master Lease), 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, other amounts specified therein; provided 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 Subtenant shall pay to SublessorSublandlord as rent for the Sublease and use of the Subleased Premises all amounts specified in Paragraph 5 below, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of which amounts shall be paid in accordance with the terms and provisions thereof). Neither Sublandlord nor Subtenant will cause or allow to be caused any and all sums (except fixed annual rent payable default under the Master Lease. Subtenant hereby indemnifies, agrees to defend (with counsel reasonably satisfactory to Sublandlord) due and holds Sublandlord harmless from and against any claim, loss, damage, expense (including without limitation reasonable attorneys' fees and costs) or liability arising under the Master Lease, from and after the Sublease Commencement Date, from or related to Subtenant's failure to perform Subtenant's obligations under this Sublease, including, without limitation, those obligations of Sublandlord pursuant to the Master Lease. Sublessor shall not demand such Lease which are incorporated herein by reference (but excluding the payment prior to the date which is thirty of Total Monthly Rent (30) days before the date any such sum shall be due and owing under as defined in 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 Additional Rent (as defined 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.), or any other amounts specified therein; provided that Subtenant shall pay to Sublandlord as rent for the Sublease and

Master Lease. A. All (a) Except as set forth hereinafter in this paragraph, the obligations contained in terms and conditions of the Master Lease conferred and imposed upon Sublessor (lease are incorporated in this Sublease as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentagethough fully set forth herein, respectivelyand, except as modified set forth below, Sublessee shall perform, observe and amended be 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 and conditions of the Master Lease with respect to be performed and observed by the Tenant thereunder, insofar as the same are applicable to the Sublessor's Percentage. Sublessee covenants Subleased Premises, Sublessor shall perform, observe and agrees be bound by, or cause the Master Landlord to otherwise fully perform and faithfully perform observe, all of the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither performed or observed by the Sublessor nor Landlord thereunder, insofar as the same are applicable to the Subleased Premises; Sublessee shall do have, as to Sublessor, all of the rights and benefits arising and accruing to the Tenant under the Master lease; and Sublessor shall have, as to Sublessee, all of the rights and benefits arising or cause accruing to be done any act which would or might cause the Landlord under the Master Lease. Notwithstanding the foregoing, the following provisions of the Master Lease are not incorporated herein and shall not apply to this Sublease: (i) The payment by Sublessee of Operating Costs shall be governed by paragraph 3 of this Sublease, and Sublessee shall have no rights or obligations with respect to paragraph 3 of the rights Master Lease; (ii) Sublessee's defaults shall be governed by paragraph 10 of this Sublease and not be paragraph 23 of the Master Lease; (b) Sublessor as tenant and Sublessee agree, each with the other, that neither will take or permit any action or fail to perform or observe any obligation, which causes an event of default under the Master Lease and/or causes the Master Lease to be endangeredterminated or forfeited, 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 and each shall indemnify the provisions of other and hold the Master Lease other harmless from 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 against any and all sums (except fixed annual rent payable under claims, demands, suits, costs, expenses, damages and liabilities, including reasonably attorneys' fees, arising by reason of any act or omission on the part of the indemnifying party which causes the Master Lease) due pursuant lease 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 Leaseterminated or forfeited. 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' Master Lease: in particular, Lessee's Percentage and the Sublesseeterm under this agreement shall not be greater than Lessor'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 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 provision (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 attorment. 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 s Lessor under the 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' landlord or Lessor's landlord's designee be liable for any previous act or omission by Lessor under this Sublease, or fro the return of any advance rental payments or deposits under such agreements that have not been actually delivered to Lessor' 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 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 (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 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 This is a Sublease, and this Sublease is subject to and subordinate in all respects, to the obligations contained in Master Lease. Those portions of the Master Lease conferred and imposed upon Sublessor (as constituting covenants by 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 Lease, attached hereto as Exhibit B (the "MASTER LEASE COVENANTS") are incorporated herein by reference as if fully set forth herein. Sublessee agrees that nothing herein contained shall be deemed to grant Sublessee any rights that would conflict with any of the covenants and when dueconditions of the Master Lease, and Sublessee agrees that it will perform do nothing in, on or about the Sublease Premises which would result in the breach by Sublessor of Sublessor's insurance undertakings and obligations under the Master Lease. Nothing contained in this Sublease shall be construed as a guarantee by Sublessor of any of the obligations, covenants, warranties, agreements or undertakings of Landlord in the Master Lease, nor as an undertaking by Sublessor to Sublessee on the same or similar terms as are contained in the Master Lease. During the term of this Sublease except as set forth herein, with respect to the Sublease Premises Sublessee agrees to assume and be bound by all of the non-rental payment covenants and agreements made by Sublessor under the Master Lease Covenants and to perform all of the non-rental payment duties, responsibilities and obligations of Sublessor under the Master Lease Covenants (the "MASTER LEASE OBLIGATIONS"), in each case respecting such covenants, substituting Sublessor for Landlord (as defined in the Master Lease) and Sublessee for Tenant (as defined in the Master Lease), and will otherwise fully and faithfully to hold Sublessor harmless from any damages, responsibility or liability which Sublessor may incur by virtue of Sublessee's use of the Sublease Premises or any failure of Sublessee to perform the terms and conditions under this Sublease, including, but not limited to, performance of the Master Lease with respect Obligations. In order to effectuate the Sublessor's Percentage. Sublessee covenants understandings 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 intent of Sublessor and Sublessee as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be set forth 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 Sublessor 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.agree as follows:

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) 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 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 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 September 16, 1996, wherein ▇▇▇▇▇▇▇▇▇▇▇ Investment and Development Company is 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 attorney's 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 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 Keit▇ ▇▇▇▇▇▇▇▇▇ ▇▇ 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 purpose of this Sublease, wherever in the Master Lease then the provisions word "Lessor" is used is 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. Notwithstanding the foregoing. Sublessor shall not be liable for Master Lessor's obligations in Paragraph 5.2.2, 5.3.1, 6A, 8, 10.1, 13, 18 and 29 of the Master Lease shall prevail. B. Sublessee shall pay Lease; provided, however, to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage the extent Master Lessor breaches any of any and all sums (except fixed annual rent payable its obligations under the Master Lease) due pursuant to such provisions of the Master Lease. Sublessor shall not demand such payment diligently prosecute its rights against Master Lessor on receipt of written request from Sublessee and/or Sublessor shall assign its rights against Master Lessor to Sublessee, on request. 7.4 During the term of this Sublease and for all periods subsequent for obligations which have arisen after the commencement date of the term and prior to the date 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: Paragraph 39. Sublessee shall not have any right or option to extend the Sublease term beyond June 30, 2000. 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 Sublease shall hold Sublessor free and harmless from all liability, judgements, costs, damages, claims or demands, including reasonable attorney's fees, arising out of Sublessee's failure to comply with or perform Sublessee's Assumed Obligations, except to the extent that any of the foregoing is thirty (30) days before attributed to the date negligence or willful misconduct of Sublessor and/or Master Lessor or any such sum shall be due of their respective agents, servants, employees or contractors. 7.7 Sublessor agrees to maintain the Master Lease during the entire term of the Sublease, subject, however, to any earlier termination of the Master Lease without the fault of the Sublessor, and owing under to comply with or to perform Sublessor's Remaining Obligations and to hold Sublessee free and harmless from any liability, judgements, costs, damages, claim 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 Lease is in full force and affect and that no default exists on the part of any 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 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 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 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 (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) This Sublease is expressly subject and subordinate to all of the obligations contained in terms and conditions of the Master Lease conferred Lease, including all exhibits and amendments thereto, as well as all rules and regulations issued from time to time by Master Landlord. Subtenant agrees to observe and perform all of the terms, conditions, covenants and obligations imposed upon Sublessor (Sublandlord 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 to the extent applicable to the Subleased Premises (other than those set forth in Sections 5, 7.1, 8.1, 8.2, 11 and 22 and Exhibit D, Exhibit E and Exhibit F of the Master Lease) with respect to the Subleased Premises. Without limiting the generality of the forgoing, for the avoidance of any doubt, Subtenant shall comply with the requirements for tenant insurance provided under Section 9 of the Master Lease. Sublandlord shall have all rights, privileges, options, reservations and remedies with respect to this Sublease, the Subleased Premises, and Subtenant to the same extent granted or allowed to or held by Master Landlord under the Master Lease with respect to the Master Lease, the Premises and the Sublandlord. If any provision of this Sublease conflicts with the provisions of the Master Lease, this Sublease shall govern as between Sublandlord and when dueSubtenant. Without limiting the generality of the foregoing, will perform Sublessor's insurance obligations Subtenant shall have no rights under this Sublease with respect to the matters set forth in Sections 2, 3 and 27 and Exhibits D and E of the Master Lease. (b) Sublandlord shall not be liable to Subtenant for any default by Master Landlord under the Master Lease; provided, and will otherwise fully and faithfully perform however, that Sublandlord shall take all commercially reasonable actions against Master Landlord to enforce the terms and conditions provisions of the Master Lease with respect to the Sublessor's PercentageSubleased Premises to the extent of Sublandlord’s rights under the Master Lease, make demand upon Master Landlord to fulfill its obligations under the Master Lease for the benefit of Subtenant. Sublessee If for any reason the Master Lease is terminated by Master Landlord prior to the expiration of the Term, this Sublease shall likewise terminate simultaneously and Subtenant shall have no right or cause of action against Master Landlord or Sublandlord by reason of such termination except to the extent such termination results from a default or breach by Sublandlord of its obligations as tenant under the Master Lease or a breach of Sublandlord’s obligations under this Sublease. (c) Subtenant agrees not to do or commit any act which would constitute an “Event of Default” as defined in the Master Lease and agrees to indemnify, defend and save any Indemnified Party harmless from and against any and all liability, loss, cost, damage or expense, including reasonable attorneys’ fees, arising out of or in connection with any act or failure to act by Subtenant which constitutes an Event of Default under the Master Lease. Sublandlord covenants and agrees that it will not terminate the Master Lease during the Term of the Sublease, except to the extent of its rights in connection with a condemnation or casualty, in accordance with the Master Lease. Subtenant shall not be bound by any amendment or modification of the Master Lease after the Effective Date that would have an adverse effect on Subtenant’s interest in the Subleased Premises provided under this Sublease. Sublandlord further covenants and agrees to otherwise fully pay Master Landlord all Rent (as defined under the Master Lease) and faithfully perform other charges as they become due and payable by Sublandlord pursuant to the terms Master Lease, as and conditions when such amounts become due and payable thereunder. If this Sublease terminates prior the Expiration Date, Sublandlord shall promptly refund to Subtenant all rent paid by Subtenant applicable to the period of time after such termination date. (d) Sublandlord hereby represents and warrants to Subtenant that, to Sublandlord’s knowledge, the Master Lease is in full force and effect, and that to Sublandlord’s knowledge neither Master Landlord nor Sublandlord is in default thereunder as of the date hereof, and that to Sublandlord’s knowledge no event has occurred which, with notice, the passage of time or both, would constitute a default by Sublandlord or Master Landlord thereunder. (e) Subject to Sublandlord’s obligations to take commercially reasonable efforts to compel such performance as expressly provided herein, (i) Sublandlord shall not be liable to Subtenant for any failure in performance resulting from the failure in performance by Master Landlord under the Master Lease and (ii) Subtenant recognizes that the Sublease Sublandlord is not in a position to render any of the services or to perform any of the obligations of Master Landlord as set forth in the Master Lease. No breach or default on its the part of Master Landlord under the Master Lease shall constitute a default or breach on the part of the Sublandlord under this Sublease, an actual or constructive total or partial eviction of the Subtenant or entitle Subtenant to be performed. Neither a reduction or abatement of Rent hereunder except to the Sublessor nor Sublessee extent Sublandlord is entitled and actually receives a reduction or abatement of Rent (as defined under the Master Lease) under the Master Lease. (f) Subtenant shall not do or cause to be done any act done, or suffer or permit anything to be done, including without limitation, on or about the Project, Subleased Premises, or the Building which would or might cause the Master Lease, or the rights of Sublessor the Sublandlord, as tenant under the Master Lease Lease, to be endangered, cancelled, terminated, forfeited cancelled or surrendered, terminated or which would or might cause Sublessor Sublandlord to be in default thereunder thereunder. (g) Notwithstanding anything to the contrary contained in this Sublease or liable the Master Lease, Sublandlord shall not be required to provide any of the indemnifications to Subtenant that Master Landlord has agreed to provide in the Master Lease, whether or not specified in the Master Lease, or required by law, and “Sublandlord and Master Landlord” shall be substituted 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 “Landlord” in the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited in the case of all indemnification obligations of Subtenant incorporated by the Master Lease then the provisions of the Master Lease shall prevailreference. B. Sublessee shall pay (h) Subtenant agrees to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage promptly deliver to the Sublandlord copies of any and all sums (except fixed annual rent payable under the notices or other correspondence received by Subtenant from Master Lease) due pursuant Landlord and further agrees to the Master Lease. Sublessor shall not demand such payment prior deliver same as expeditiously as possible following receipt thereof, to the date which is thirty (30) days before the date ensure that Sublandlord will have sufficient time to respond to any such sum shall be due and owing under notices or other correspondence from Master Landlord within the time periods set forth in the Master Lease. C. Notwithstanding anything (i) Sublandlord agrees to the contrary herein contained, Sublessor shall have no duty itself promptly (within five (5) calendar Days) deliver to perform Subtenant copies of any obligations of the Master Landlord, nor shall such and all default of notices or other correspondence received by Sublandlord from the Master Landlord that affect Subtenant’s rights under this Sublease or waive or defer the performance of in any of Sublessee' s obligations hereunder; providedmanner and further agrees to deliver same as expeditiously as possible following receipt thereof, nevertheless, to ensure that in the event of Subtenant will have sufficient time to respond to any such default notices or failure of performance by Master Landlord, Sublessor agrees, upon notice other correspondence from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under within the time periods set forth in the Master Lease.

Master Lease. A. All the obligations contained in Subtenant acknowledges receipt of the Master Lease conferred ▇▇▇▇▇ and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance all cases agrees to comply 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 required by the tenant thereunder, except as specifically set forth herein, and except to the Sublessor's Percentageextent of any conflict between this Sublease and the Master Lease, in which case this Sublease shall control as between Sublandlord and Subtenant. Sublessee covenants It is the intent of the Sublandlord and agrees Subtenant that in all cases, except when Sublandlord must take certain direct actions with Master Landlord pursuant to otherwise fully the Master Lease and/or this Sublease (for example, the direct payment of the Rent and faithfully perform any other applicable sums of money to be paid by Sublandlord to Master Landlord and Sublandlord’s obligation to maintain the required insurance under the Master Lease), Subtenant shall comply with all terms and conditions of the Master Lease and as if it where the Sublease on its part tenant thereunder. Subject to the immediately prior grammatical sentence, neither Sublandlord nor Subtenant shall take any actions or fail to take any actions to cause a default under the Master Lease. Neither Sublandlord nor Subtenant shall amend or terminate or take any actions that would result in an amendment or termination of the Master Lease without the prior written consent of the other (with such consent not to be performedunreasonably withheld, delayed or conditioned). Neither Sublandlord and Subtenant shall each provide the Sublessor nor Sublessee other with a copy of all notices received from Master Landlord. Sublandlord and Subtenant shall do reasonably cooperate with each other and at the request of the other to communicate with Master Landlord to resolve any reasonable issues or cause to be done any act which would concerns or might cause defaults by Master Landlord under the Master Lease. As clarification, in accordance with Section 19.1.2 of the Master Lease, or Subtenant shall become directly liable to Master Landlord for all obligations 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 penaltyLease. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions In accordance with such Section of the Master Lease (but without limiting Sublandlord’s obligations under this Sublease), Subtenant shall perform and this Sublease which would permit Sublessee to do or cause observe all the agreements, covenants, conditions and provisions to be done any act which is prohibited performed and observed by the Master Lease then the provisions of tenant under the Master Lease ▇▇▇▇▇ and the Master Landlord shall prevail. B. Sublessee shall pay have the right to Sublessorenforce such agreements, within ten covenants and conditions directly against Subtenant. Sublandlord represents and warrants to Subtenant, to Sublandlord’s actual knowledge, (10i) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable Sublandlord is not in default under the Master Lease, (ii) due pursuant whether or not a default has technically occurred, the Premises are in compliance with all Applicable Laws, but only to the Master Lease. Sublessor shall not demand extent such payment prior to the date which compliance is thirty (30) days before the date any such sum shall be due and owing Sublandlord’s obligation under the Master Lease. C. Notwithstanding anything , and (iii) whether or not a default has technically occurred, the Building’s systems are in good working order, but only to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall extent 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 compliance is Sublandlord’s obligation under the Master Lease). Sublandlord shall, and does hereby, indemnify, release, and save harmless Subtenant and Subtenant’s affiliates, trustees, subsidiaries, beneficiaries, partners, agents, contractors, shareholders, members, managers, lenders, employees, officers, attorneys, shareholders, and directors (hereinafter called “Subtenant Group”) from and against any and all suits, liabilities, obligations, damages, penalties, claims, actions, costs, charges and expenses, including reasonable attorneys’ fees and other professional fees that may be imposed upon, incurred by or asserted against any of such indemnified parties, arising out of or related to a breach of the foregoing representations and warranties.

Master Lease. A. All (A) Not later than February 28, 2003, Borrower, as landlord, shall enter into a master lease (the obligations contained in “Master Lease”) with CELLC, as tenant, for the Colocation Space on terms reasonably satisfactory to Lender, including, without limitation, the following: (1) the Master Lease conferred will be on Borrower’s standard form of lease previously approved by Lender and imposed upon Sublessor (as Tenant therein) CELLC 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, pay base rent to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved Borrower 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 equal to $63,595 (“Master Lease with respect Base Rent”) per month, (2) CELLC shall additionally 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 Borrower 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 percentage rent (“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, Percentage Rent”) within ten (10) days after demand therefor the end of each calendar month equal to 40% of all revenues collected by Sublessoror on behalf of CELLC (including, Sublessee's Percentage without limitation, all Colocation License revenue) for such calendar month in excess of $63,595, and (3) the Master Lease shall have a term of at least six (6) years. Additionally, the Master Lease shall (i) provide that all Colocation Licenses shall survive termination of the Master Lease (including, without limitation, a rejection of the Master Lease in a proceeding under the Bankruptcy Code) and that the Colocation Licenses shall not be disturbed by any and all sums (except fixed annual rent payable under such termination of the Master Lease, and (ii) due pursuant to contain a covenant (the Master Lease. Sublessor “Non-Solicitation Covenant”) by CELLC that, after the occurrence of an Event of Default, CELLC shall not demand such payment solicit or induce (or attempt to solicit or induce) any tenant or prospective tenant for the non-Colocation Space portion of the Property to enter into any Colocation License, Lease or other occupancy agreement with respect to all or any portion of the Colocation Space without the prior to the date written approval of Lender, which is thirty (30) days before the date any such sum approval shall be due in Lender’s sole and owing under the Master Leaseabsolute discretion. C. Notwithstanding anything to (B) Concurrently with the contrary herein contained, Sublessor shall have no duty itself to perform any obligations execution of the Master LandlordLease by Borrower and CELLC: (1) Borrower shall assign all Colocation Licenses to CELLC, nor which assignment shall such default contain an express agreement that termination of the Master Landlord affect this Sublease or waive or defer Lease shall not terminate the performance Colocation Licenses, (2) CELLC and Borrower shall terminate the CELLC Agreement, (3) CELLC shall enter into a subordination, non-disturbance and attornment agreement with Lender in form and substance reasonably satisfactory to Lender, (4) CELLC shall deliver to each of any of Sublessee' s obligations hereunder; provided, nevertheless, that the licensees under the Colocation Licenses a direction (a) to attorn to Borrower in the event the Master Lease is terminated and (b) to attorn to Lender in the event of any such default an occurrence of an Event of Default hereunder, which direction may not be revoked or failure of performance changed except by a written direction from Lender, and (5) Borrower shall direct CELLC to pay all Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Lease Base Rent payments and Master Landlord to perform its obligations under Lease Percentage Rent payments directly into the Master LeaseCentral Account.

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 (a) Subject to entry of the obligations Sale Order with the ------------ provisions set forth in Section 11.4(b) hereof, notwithstanding anything contained in this Agreement to the contrary, the Company acknowledges that the Master Lease is a single lease for the entire premises described therein (the "Master Lease Premises") and is not severable or divisible into separate leases ---------------------- for separate locations or subsets of locations within the Master Lease Premises. Pursuant to the Sale Order, the Company hereby rejects the Master Lease pursuant to Section 365 of the Bankruptcy Code, effective at the conclusion of the last of the Store Closing Sales in the Master Lease conferred and imposed upon Sublessor Premises (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 ------------ Deemed Rejection Date"). The Company acknowledges its obligation to (as Tenant therein), are hereby conferred i) pay all --------------------- postpetition rent and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved perform all other postpetition obligations under the Master Lease subject to the Bankruptcy Code and the Sale Order through the Master Lease Deemed Rejection Date, subject to Purchaser's obligation to reimburse the Company for its third party out-of-pocket recurring charges incident to the Master Lease Premises from the Closing Date up to and including the Master Lease Deemed Rejection Date as provided in Section 11.3, and when due(ii) surrender possession of the Master Lease Premises to Lechmere Realty Limited Partnership or its designee within 15 days after the Master Lease Deemed Rejection Date. (b) The Sale Order shall provide that subject to and immediately and automatically upon (i) entry of the Sale Order approving this Agreement (including the provisions of the foregoing paragraph), will perform Sublessor(ii) the performance of all of the Company's insurance material monetary obligations under the Master Lease from the Sale Commencement Date (excluding real estate taxes for periods occurring prior to the petition date, as to which all parties reserve their rights hereunder) up to and including the Master Lease Deemed Rejection Date and (iii) Lechmere Realty Limited Partnership's obtaining possession of the Master Lease Premises, then any and all Claims (as defined in Section 101(5) of the Bankruptcy Code) of Lechmere Realty Limited Partnership (the lessor under the Master Lease) against the Company, any affiliate or guarantor of the Company arising from the rejection of the Master Lease under Section 502(b)(6) of the Bankruptcy Code or otherwise shall be waived in full without the necessity of any other or further action on the part Lechmere Realty Limited Partnership or any other person, party or entity. (c) The Company shall assign to the lessor 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 Lessor 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 shall assume the provisions of obligations from and arising after the Master Lease Deemed Rejection date, all of the Company's right, title, and this interest as sublandlord under the Sublease which would permit Sublessee with Filene's Basement, Inc. referenced in item 10 of the list of leases in Schedule 6.10(c) hereto. Such assignment and assumption shall be effective immediately prior to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevailDeemed Rejection Date. 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 Sub-Lessor is the obligations contained lessee of the Premises by virtue of a lease, (the “Master Lease”), a copy of which is made available for “review” by Sub-Tenant before execution of this Sub-Lease. This Sub-Lease is and shall at all times be subject and subordinate to the Master Lease. Sub-Lessor represents to Sub-Tenant that the Master Lease is in full force and effect and that no default exists on the part of any party to the Master Lease. Sub-Tenant shall faithfully observe and comply with the Rules and Regulation as set forth in the Master Lease conferred Lease. These Rules and imposed upon Sublessor (as Regulations are subject to change by Master Lessor. Sub-Tenant therein) acknowledges that Sub-Lessor is intended to maintain, along with other Sub-Tenants of the Premise, a prestigious place of business and that the cooperation of all the Sub-Tenants is necessary to maintain the high standards of the Premise. Sub-Lessor shall operate the Suite of which the Premises is a part in a professional and prestigious manner consistent with the Building. Sub-Lessor shall be borne entitled to injunctive and other appropriate relief if Sub-Tenant fails to comply with any one or more of the Rules and Regulations or takes any actions which detract from the reputation and character of the Premise, as may be allowed by Sublessor and Sublessee in accordance law, or if Sub-Tenant actions or inactions cause any material interference 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 business of the rentals reserved under other Sub-Tenants of the Master Lease Premise. Sub-Lessor, as and when due, will perform Sublessor's insurance obligations tenant under the Master Lease, and will otherwise fully and shall faithfully perform all obligations and covenants of Sub-Lessor thereunder, including the terms and conditions timely payment of rent. Any obligations 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 landlord under the Master Lease to shall, for purposes of this Sub-Lease, be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to considered the obligation of Sub-Lessor herein. Sub-Lessor shall be in default thereunder of this if it fails to cure any such failure 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, default within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums following written notice to Sub-Lessor (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 or thirty (30) days before if the date any failure or default cannot reasonably be cured within such sum shall be due ten (10) day period, provided that Sub-Lessor commences to cure within such ten (10) day period and owing under the Master Lease. C. Notwithstanding anything thereafter diligently pursues such cure 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 completion. In the event that any amounts or deposits are owed by Sub-Lessor to Sub-Tenant hereunder, Sub-Tenant may recover from Sub-Lessor any unpaid amounts plus interest on said unpaid amounts at the rate 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 Leaseten percent (10%) per annum.

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 Percentageotherwise specifically set forth herein, respectively, except as modified and amended by this Sublease, and 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 during the Term (as hereinabove defined.). During the Term, Sublessee assumes and agrees to perform each and every obligation, and to comply with each and every negative covenant, of Sublessor, as Tenant under the Lease, to the extent such terms and conditions are applicable to the Subleased Premises, except Sublessee’s obligation for payment of Base Rent and Sublessee’s Proportionate Share of Operating Costs Share Rent, Tax Share Rent and Electricity Share Rent which shall be as set forth in Section 6 below. Sublessee shall not commit or permit to be committed on the Subleased Premises any act or omission which would violate any such term or condition of the Lease and shall indemnify and hold Sublessor harmless against any and all loss, cost, expense, liability, claim, judgment, demand or cause of action arising from any such violation committed or permitted to be committed by Sublessee in connection with the Subleased Premises during the Term. Sublessor shall not by its act or omission to act, cause a default under the Lease. Accordingly, in order to afford to Sublessee the benefits of this Sublease and of those provisions of the Lease which by their nature are intended to benefit Sublessee, and in order to protect Sublessor against a default by Sublessee which might cause a default or event of default by Sublessor under the Lease: (a) provided Sublessee shall timely pay all Rent when and as due under this Sublease, Sublessor shall pay, when and as due, all Rent and other charges payable by Sublessor to Landlord under the Lease; (b) except as otherwise expressly provided herein, Sublessor shall perform its covenants and obligations under the Lease which do not require for their performance possession of the Subleased Premises and which are not otherwise to be performed hereunder by Sublessee on behalf of Sublessor; and (c) Sublessor hereby grants to Sublessee 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 which are 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 provided by 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, 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 6.1 Sublessor is the obligations contained in lessee of the Premises by virtue of the “Master Lease conferred Lease”, wherein D▇▇▇▇▇▇ E▇▇▇▇▇ 2000, LLC, a Delaware limited liability company is the Lessor, hereinafter the “Master Lessor”. 6.2 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. 6.3 The terms, conditions and will otherwise fully respective obligations of Sublessor and faithfully perform 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 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. 6.4 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 LeaseLease except for the following paragraphs which are excluded there from: All terms and conditions pertaining exclusively to Suite M100. C. Notwithstanding anything 6.5 The obligations that Sublessee has assumed under paragraph 6.4 hereof are hereinafter referred to as the contrary herein contained“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 fee, arising out of Sublessee’s failure to comply with or perform Sublessee’s Assumed Obligations. 6.7 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 from all liability, judgments, costs, damages, claims or demands arising out of Sublessor’s failure to comply with or perform Sublessor’s Remaining Obligations. 6.8 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 Leaselease.

Master Lease. A. All the obligations contained in A true copy of the Master Lease conferred (with certain financial provisions redacted for reasons of confidentiality) is attached hereto as Exhibit A. 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, and will otherwise fully and faithfully perform . All of the terms and conditions of the Master Lease are hereby incorporated into this Sublease, and Subtenant does hereby expressly assume and agree to perform and comply with, for the benefit of Sublandlord and Landlord, each and every obligation of the Tenant under the Master Lease, except with respect to those provisions of the Master Lease which are expressly excluded from this Sublease or directly contradicted by this Sublease, in which event the terms of this Sublease shall control. The following provisions of the Master Lease shall not be incorporated into this Sublease: Exhibit C, the last sentence of the first paragraph in Paragraph 7, and provisions related to the Guaranty, Landlord’s Work, Landlord’s Work Letter, Moving Allowance, Move-In Costs, Tenant Allowance, and Tenant’s Work, including without limitation Exhibit D, Exhibit E, and Exhibit H, but excepting therefrom Section 7 of Exhibit C, Section 4 of Exhibit D, and Schedule 2 of Exhibit E, which shall be incorporated into this Sublease. In furtherance of and subject to the foregoing, for the purposes of this Sublease, wherever in the Master Lease the word “Landlord” is used it shall be deemed to mean the Sublandlord herein and wherever in the Master Lease the word “Tenant” is used it shall be deemed to mean the Subtenant herein; provided, however, Subtenant agrees to look solely to the Landlord, and not to Sublandlord, for the performance of all services and obligations of the Landlord under the Master Lease with respect to the Sublessor's PercentagePremises. Sublessee Sublandlord does not assume any obligation to perform the terms, covenants and agrees to otherwise fully and faithfully perform the terms and conditions of contained in the Master Lease on the part of the Landlord to be performed. In the event Landlord shall fail to perform any of the terms, covenants and conditions contained in the Sublease Master Lease on its part to be performed, Sublandlord shall cooperate with Subtenant in seeking to obtain the performance of Landlord under the Master Lease but Sublandlord shall have no obligation to supply such services or incur any cost or expense in connection therewith and shall not be obligated to bring a legal action to enforce Landlord’s obligations unless such action is requested in writing by Subtenant, who agrees to pay all costs and expenses to institute such legal action against Landlord. Neither Subtenant shall indemnify and hold Sublandlord harmless from and against all liability, judgments, costs, demands, claims, and damages of any kind whatsoever (including, without limitation, attorneys’ fees and court costs) by reason of any failure on the Sublessor nor Sublessee shall do or cause part of Subtenant to be done perform any act of the obligations of Tenant under the Master Lease which would or might cause Subtenant is obligated hereunder to perform. In order to facilitate the coordination of the provisions of this Sublease with those of the Master Lease, or the rights time periods contained in provisions of Sublessor as tenant under the Master Lease to that are incorporated by reference into this Sublease and for which the same action must 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 taken under the Master Lease and this Sublease (such as, for example and without limitation, payment of Rent, any cure time periods or for the response to requests by Subtenant for consent to an action for which would permit Sublessee consent of the Landlord is also required), are changed for the purpose of incorporation by reference by shortening or lengthening that period in each instance by five (5) days so that in each instance Subtenant shall have much less time to do observe or cause to be done any act which is prohibited by perform hereunder than Sublandlord has as Tenant under the Master Lease then and Sublandlord shall have that much more time to observe, perform, consent, approve or otherwise act hereunder than the Landlord has under the Master Lease. In instances in which the same action is not required under both the Master Lease and this Sublease, the time periods contained in provisions of the Master Lease shall prevail. B. Sublessee shall pay that are incorporated by reference are not changed. With respect to Sublessor, within ten (10) days after demand therefor approval required to be obtained by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable Landlord under the Master Lease) due , such consent must be obtained from Landlord and Sublandlord and the approval of Sublandlord will be deemed withheld if Landlord’s consent is not obtained. Sublandlord will duly notice Landlord of requests for consent by Subtenant, but retains the right to make its own independent determination of consent 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 Leaseterms 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 the obligations contained in the Master Lease conferred This Sublease expressly 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 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, a copy of which is attached hereto as Exhibit “B” (with certain terms not relevant to Subtenant redacted), and to all items and matters to which the Master Lease with respect is subject and subordinate. In addition, Subtenant agrees to be bound, for all purposes of this Sublease, by any modifications or amendments to the Sublessor's Percentage. Sublessee covenants and agrees Master Lease; provided, however, that Sublandlord shall not agree to otherwise fully and faithfully perform the terms and conditions any modification, amendment or termination of the Master Lease that could reasonably be expected to have any material adverse consequences to Subtenant and/or its rights hereunder. Subtenant assumes and the Sublease on its part agrees to be performed. Neither the Sublessor nor Sublessee shall do or cause perform each and every obligation and to be done any act which would or might cause comply with each and every covenant of Sublandlord, as tenant, under 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 excluding such provisions of the Master Lease and which are not applicable to Subtenant or the Subleased Premises or as specifically provided to the contrary in this Sublease (such as, by way of example, the payment to Master Landlord of rent under the Master Lease, which would shall be replaced with Subtenant’s obligations under Paragraph 6 of this Sublease) (as so limited, the “Applicable Master Lease Terms”). Each and every waiver by Sublandlord contained in the Applicable Master Lease Terms in favor of Master Landlord shall be binding on Subtenant. Subtenant shall not commit or permit Sublessee to do or cause to be done committed any act or omission which is prohibited by the Master Lease then the provisions will violate 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 or constitute a breach of any and all sums (except fixed annual rent payable or default under the Master Lease) due pursuant , and shall indemnify, protect, defend and hold Sublandlord harmless against any and all loss, cost, expense (including, without limitation, reasonable attorneys’ fees and disbursements), liability, claim, judgment, demand or cause of action arising from or in connection with any such violation, breach or violation committed or permitted to be committed by Subtenant (except to the extent caused by the willful misconduct or gross negligence of Sublandlord), which indemnity obligation shall survive the termination of this Sublease. All capitalized and other terms not otherwise defined herein shall have the meanings ascribed to them in the Master Lease. Sublessor shall not demand such payment prior to , unless the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Leasecontext clearly requires otherwise. 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 thereini) shall be borne by Sublessor and The Leasehold or Subleasehold Mortgagee or Sublessee in accordance will provide CEDCO with the Sublessor's Percentage and written notice prescribed by paragraph (e) of this Section 26 prior to such termination; (ii) The Leasehold or Subleasehold Mortgagee or Sublessee or 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 nominee of Sublessee's Percentage. Sublessor covenants and agrees it any of them 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 written request upon CEDCO 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, such new lease within ten sixty (1060) days after demand therefor by Sublessorthe date of such termination; (iii) The Leasehold or Subleasehold Mortgagee or Sublessee or the nominee of any of them will pay to CEDCO, Sublessee's Percentage at the time of execution and delivery of such new lease, any and all sums (except fixed annual rent payable under the Master Lease) due owing pursuant to the Master Lease. Sublessor shall not demand such payment this Lease prior to termination hereof less any expenses, including reasonable attorneys' fees, to which the date which is thirty (30) days before Leasehold or Subleasehold Mortgagee or the date any such sum shall be due and owing under Sublessee or 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 nominee of any of them has been subjected by reason of such default; (iv) The Leasehold or Subleasehold Mortgagee or Sublessee or the nominee or any of them shall perform and observe all covenants herein contained within this Lease or any Sublease on GELLC's or Sublessee' s obligations hereunder's part to be performed and shall further remedy any other conditions as are capable of being remedied which GELLC or Sublessee under the terminated Lease or Sublease were obligated to perform; (v) Such new lease will be subject to GELLC's or Sublessee's rights under the terminated Lease or Sublease; providedand (vi) The GELLC or Sublessee under such new lease will have the same right, nevertheless, that title and interest in the event Improvements on the Premises as the previous GELLC or Sublessee under the terminated Lease or Sublease. (g) Nothing contained in this Section 27 will require the Leasehold or Subleasehold Mortgagee or Sublessee or the nominee of any of them to cure any default of GELLC, but CEDCO agrees to accept the performance and/or compliance by any such Leasehold or Subleasehold Mortgagee or Sublessee or the nominee of any of them with respect to any term, covenant, agreement, provision, condition or limitation on GELLC's part to be performed hereunder with the same force and effect as though performed by GELLC. (h) Upon termination of this Lease or any Sublease and for the period thereafter during which the Leasehold or Subleasehold Mortgagee or Sublessee will be entitled to enter into a new lease of the Premises actually subject to the mortgage, CEDCO or Sublessee will not terminate any Sublease unless such subtenant shall be default under such Sublease. During such period, the Leasehold or failure of performance by Master LandlordSubleasehold Mortgagee will receive all rental and other payments due from subtenants, Sublessor agreesincluding subtenants whose attornment CEDCO will have agreed to accept and will deposit such rents and payments in a separate and segregated account in trust for the Premises. The Leasehold or Subleasehold Mortgagee so entitled to receive such sums may withdraw any such sums, upon notice from Sublessee, time to make immediate demand upon Master Landlord time to perform its obligations under the Master Lease.pay necessary operating expenses and carrying

Master Lease. A. All This is a Sublease, and this Sublease is subject to and subordinate in all respects, to the Master Lease. To the extent not inconsistent with this Sublease, the Master Lease, except for Subparagraphs 1(d), (e), (g), (i), (j) and (k), and ▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇, ▇▇, ▇▇, ▇▇, ▇▇, ▇▇, ▇▇ and Exhibits B and E thereof, is incorporated herein by reference as if fully set forth herein. Sublessee agrees that nothing herein contained shall be deemed to grant Sublessee any rights that would conflict with any of the covenants and conditions of the Master Lease, and Sublessee agrees that it will do nothing in, on or about the Sublease Premises which would result in the breach by Sublessor or its undertakings and obligations under the Master Lease. Except as specifically provided in this Sublease, nothing contained in this Sublease shall be construed as a guarantee by Sublessor of any of the obligations, covenants, warranties, agreements or undertakings of Landlord in the Master Lease, nor as an undertaking by Sublessor or Sublessee on the same or similar terms as are contained in the Master Lease conferred Lease. From and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with after the Sublessor's Percentage and the Sublessee's Percentage, respectivelySublease Commencement Date, except as modified and amended by this Subleaseset forth herein, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, with respect to the extent Sublease Premises Sublessee agrees to assume and be bound by all of Sublessee's Percentage. Sublessor the covenants and agrees it will make payment of the rentals reserved agreements made by Sublessor under the Master Lease and to perform all of the duties, responsibilities and obligations of the Sublessor under the Master Lease (the "Master Lease Obligations"), in each case substituting Sublessor for Landlord (as defined in the Master Lease) and when due, will perform Sublessor's insurance obligations Sublessee for Tenant (as defined in the Master Lease) under the Master Lease, and will otherwise fully and faithfully to hold Sublessor harmless from any damages, responsibility or liability which Sublessor may incur by virtue of Sublessee's occupancy of the Sublease Premises or any failure of Sublessee to perform the terms and conditions under this Sublease, including, but not limited to, performance 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 prevailObligations. 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. This Agreement and all of Sublessee’s rights hereunder are and shall remain in all respects subject and subordinate to all of the obligations contained terms and provisions of the Master Lease. This Agreement is contingent upon the Consent, which Sublessor shall diligently attempt to secure. Sublessee shall in no case have any rights under this Agreement greater than Sublessor’s rights as tenant under the Master 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 or Sublessor, in which event Sublessee shall, upon demand by Landlord or Sublessor at any time and from time to time, timely execute, acknowledge and deliver to Sublessor and Landlord any and all instruments that Sublessor or Landlord may reasonably request to confirm such subordination of this Agreement, and the rights of Sublessee hereunder. b. Sublessor represents and warrants to Sublessee that the Master Lease conferred (i) is in full force and imposed upon Sublessor effect, (as Tenant thereinii) shall be borne by is the entire agreement between Sublessor and Landlord, (iii) has not been amended or modified from the copy supplied to Sublessee in accordance with prior to the Sublessor's Percentage and the Sublessee's Percentage, respectivelyexecution of this Agreement, except as modified expressly set forth in this Agreement and amended by this Sublease, and all rights and privileges contained in (iv) that Sublessor has no knowledge of any default (or the occurrence of any events which would constitute a default with the passage of time or the giving of notice or both) on the part of either Sublessor or Landlord under the Master Lease. Sublessor agrees not to terminate the Master Lease conferred upon Sublessor (as Tenant therein)voluntarily, 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 or modify the Master Lease as in a manner that adversely affects Sublessee’s rights under this Agreement. c. Sublessee shall strictly and when duetimely observe and perform, will for the benefit of Landlord and Sublessor, during the Term, each and every term, covenant, condition and agreement of the Master Lease which Sublessor is required to observe or perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully all of the terms, covenants, conditions and faithfully agreements under the Master Lease are hereby incorporated herein by reference and deemed to constitute terms, covenants, conditions and agreements which Sublessee is required to observe or perform under this Agreement as if set forth herein at length, substituting “Sublessee” wherever the term “Lessee” appears and “Sublessor” wherever the term “Lessor” appears; provided, however, that Sublessee’s obligations under the Master Lease shall be limited to those arising after the Commencement Date relating to the Premises and only for the duration of the Term. Notwithstanding the foregoing, the following provisions of the Master Lease shall expressly not be incorporated into this Agreement: Section 3, Section 9, Exhibit ▇-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-4, Exhibit B, Exhibit F-1, Exhibit F-2 and Exhibit G. To the extent of any inconsistency between the terms of this Agreement and conditions the terms of the Master Lease that are incorporated herein by the terms of this Section 11(c), the terms of this Agreement shall control. d. Sublessor may exercise all of the rights, powers, privileges and remedies reserved to Landlord under the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees Premises to otherwise fully and faithfully perform the terms and conditions of same extent as if set forth herein, including, without limitation, all releases from liability to Landlord under the Master Lease and all rights and remedies, including, without limitation, arising out of or with respect to any failure of Sublessee to timely observe or perform the Sublease on its part to be performedterms, covenants, conditions and agreements of this Agreement and the Master Lease (except as specifically provided in this Agreement). Neither the Sublessor nor Sublessee shall do not cause any violation of any term of the Master Lease. e. Sublessor shall have no duty or cause obligation to be done exercise any act which would or might cause right in the Master Lease, to extend the term of the Master Lease, to expand the Premises under the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited incur any additional expense 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 obligation under the Master Lease. C. Notwithstanding anything f. In the event of damage to or condemnation of the contrary herein containedPremises, Sublessor shall have no duty itself may exercise any or all of the rights accorded to perform any obligations it as Tenant under Article 22 (Destruction and Damage) and Article 23 (Eminent Domain) of the Master LandlordLease. g. Sublessee hereby expressly acknowledges and agrees that it shall not have the right to exercise any options granted to Sublessor under the Master Lease relating to options to expand, nor shall such default renew, extend, terminate or cancel before expiration of the Master Landlord affect this Sublease Term, rights of first refusal, rights of first offer or waive or defer the performance of similar options. h. Sublessor and Sublessee agree that any of Sublessee' s obligations hereunder; provided, nevertheless, that provisions in the event Master Lease related to Landlord’s or Sublessor’s rights or obligations under the Master Lease related to the construction of any such default or failure tenant improvements shall be inapplicable in the context of performance by this Agreement. Whenever the consent of the Landlord is required under the Master LandlordLease, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master and whenever the Landlord fails to perform its obligations under the Master Lease, Sublessor agrees to use its reasonable, good faith efforts to obtain that consent or performance on behalf of Sublessee, but in connection therewith shall have no obligation to file suit against Landlord. Subject to the foregoing, it shall be the obligation of Landlord to (i) provide all services to be provided by Landlord under the Master Lease and (ii) to satisfy all obligations and covenants of Landlord made in the Master Lease. Subject to the foregoing, Sublessee acknowledges that Sublessor shall be under no obligation to directly provide any such services or to satisfy any such obligations or covenants, nor shall Sublessor be liable for any delay or failure by Landlord to provide any such services or satisfy any such obligations or covenants unless such delay or failure is a result of Sublessor’s act or failure to act with respect to its obligations under the Master Lease or this Agreement. All of the obligations of Sublessor under this Agreement which are also obligations of Landlord pursuant to the Master Lease shall be deemed satisfied by the performance of such obligations by Landlord. i. If Sublessor receives any abatement or diminution of Rent due under the Master Lease because the Premises, or a portion thereof, has become untenantable (whether under Articles 22 or 23 of the Master Lease or otherwise), then Sublessee shall be entitled to a corresponding abatement or diminution of Rent due under this Agreement, for such untenantable portion of the Premises.

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. 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.