Common use of Rent Clause in Contracts

Rent. Sublessee shall pay to the order of Sublessor, as rent for the Equipment, a semiannual Rental Payment equal to the amount payable by Sublessor under the Lease, on the dates and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.

Rent. Sublessee Lessee shall pay to the order of Sublessor, as Lessors rent for the Equipmentuse of the Equipment pursuant to the terms of this Paragraph 3 (“Rent”). Rent shall accrue during the Initial Term, and Lessee shall pay Lessors Rent attributable to the Initial Term at the expiration of the Term (in connection with Lessee’s payment under its purchase obligation pursuant to Paragraph 7 below), subject to Lessee’s right to pay Rent currently as it accrues. Lessee shall pay Rent to Lessors on a semiannual Rental Payment quarterly basis during each of the First Renewal Term, the Second Renewal Term and the Third Renewal Term, in each case if Lessee exercises the applicable renewal option. Rent during the Initial Term shall be equal to an annual rate of twelve percent (12%) of the Purchase Price (as defined in the Sale and Leaseback Agreement, taking into account the dates on which each installment of the Purchase Price is actually paid to Lessee), compounded quarterly. The Rent during the First Renewal Term shall be equal to an annual rate of thirteen percent (13%) of the Purchase Price (compounded quarterly if Lessee fails to pay Rent currently as required by this Paragraph 3). Rent during the Second Renewal Term shall be equal to an annual rate of fourteen percent (14%) of the Purchase Price (compounded quarterly if Lessee fails to pay Rent currently as required by this Paragraph 3). Rent during the Third Renewal Term shall be equal to an annual rate of fifteen percent (15%) of the Purchase Price (compounded quarterly if Lessee fails to pay Rent currently as required by this Paragraph 3). If any Rent or other amount payable by Sublessor under Lessee is not paid within five days after the Leaseday on which it becomes payable, Lessee will pay on the dates and in the amounts demand, as set forth in Exhibit D attached hereto (a late charge, an amount equal to 5% of such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, unpaid Rent or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, other amount but only to the extent permitted by applicable law. All payments provided for herein shall be payable to Lessors at the address specified in Paragraph 23 below, Sublessee or at any other place designated by Lessors. For purposes of calculating the amount of Rent that accrues during any period, the Purchase Price shall pay when due to Sublessor or to Lessorbe reduced by 100/105ths of any amounts treated as a reduction of Exercise Price in accordance with the last sentence of Paragraph 7 below, as of the case may be, date such other amounts from time are paid to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]]Lessors.[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.

Rent. Sublessee (a) From and after the Commencement Date, Subtenant shall pay to Sublandlord annual fixed rent (the order of Sublessor, as rent for the Equipment, a semiannual Rental Payment equal to the amount payable by Sublessor under the Lease, on the dates and “Fixed Rent”) in the amounts as set forth on Schedule 4 attached hereto. Fixed Rent shall be payable in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under advance in the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address monthly installments set forth on Schedule 4, pro-rated on a per diem basis in the records maintained pursuant to Section 19 case of any partial months during the LeaseTerm. Rental Payments due to Lessor from Sublessee Except as otherwise set forth herein, each monthly installment of Fixed Rent shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year month, without notice or demand and without abatement, set-off or deduction. (b) From and after the Commencement Date, Subtenant agrees to pay to Sublandlord, as additional rent hereunder, an amount equal to all of Sublessee the Real Estate Taxes (as defined in Section 5.(B)(1) of the ▇▇▇▇▇▇▇▇▇) and Operating Expenses (as defined in Section 5.(C)(1) of the ▇▇▇▇▇▇▇▇▇) due from Sublandlord to Overlandlord pursuant to Sections 5.(B) and 5.(C) of the ▇▇▇▇▇▇▇▇▇, respectively (collectively, “Direct Expenses”). Sublandlord shall provide Subtenant with evidence of its payment of the Direct Expenses to Overlandlord within five (5) business days of the date Sublandlord makes such payment to Overlandlord. (c) So long as Subtenant is not then in material default under this Sublease (beyond any applicable notice and cure period), Fixed Rent and Direct Expenses shall be abated for the period (the “Free-Rent Period”) beginning on the Commencement Date and continuing through March 31, 2011. In addition, during the Lease TermFree-Rent Period, Sublessee will provide Lessor with an Appropriation Certificate Sublandlord shall pay all utilities and other operating costs for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during Subleased Premises. In the Lease Term event of a termination of this Sublease prior to December 31, 2015, as a result of any default by or on behalf of Subtenant, any such Fixed Rent and Direct Expenses previously abated hereunder shall be immediately due and payable from Subtenant to Sublandlord. (d) In addition to the Lease can be obtainedFixed Rent and Direct Expenses, Subtenant agrees to pay to Sublandlord all Subtenant Surcharges (as hereinafter defined) as additional rent hereunder. Sublessee currently intends As used herein, the term “Subtenant Surcharges” shall mean any and all amounts which become due and payable by Sublandlord to do all things lawfully within its power the Overlandlord under the ▇▇▇▇▇▇▇▇▇ (without additional charge or profit to obtain Sublandlord) as “Additional Rent” (as such term is defined in the ▇▇▇▇▇▇▇▇▇) which would not have become due and maintain funds payable but for the acts and/or failures to act of Subtenant under this Sublease or which are otherwise attributable to the Subleased Premises, including, but not limited to: (i) any increases in the Overlandlord’s fire, rent or other insurance premiums resulting from which any act or omission of Subtenant, and (ii) any additional rent or charges under the Payments ▇▇▇▇▇▇▇▇▇ payable by Sublandlord on account of any other additional service as may be madeprovided under the ▇▇▇▇▇▇▇▇▇, or with the consent of the Overlandlord, Subtenant shall pay any Subtenant Surcharge within fifteen (15) business days after Subtenant’s receipt of the Overlandlord’s statements from Sublandlord. Sublessee hereby acknowledges its obligations In the event that Subtenant disputes the Subtenant Surcharges, Sublandlord agrees to make payments under all cooperate with Subtenant in seeking a reduction of such disputed amount from the various circumstances described aboveOverlandlord, and if such reduction is obtained, the corresponding reduction of the Subtenant Surcharge shall be refunded to Subtenant within thirty (30) days thereof.

Rent. Sublessee shall A. LESSEE agrees to pay to the order of Sublessor, as rent for the Equipmentaforesaid premises and residence privileges the sum of $9,399.00. Said sum shall be paid by LESSEE to ▇▇▇▇▇▇▇▇ University, as LESSOR’S designated collection/billing agent for housing rent and late fees, in accordance with ▇▇▇▇▇▇▇▇ University’s published invoicing and payment schedule. There will be a semiannual Rental Payment equal $30.00 service charge for any check returned by the bank for any reason. LESSEE agrees to pay the amount payable by Sublessor under the Lease, on the dates and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 of the Leasereturned check plus service charge within 3 days. Rental Payments Upon LESSEE’S breach of any term hereunder, payments due to Lessor from Sublessee shall be due hereunder are accelerated and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in become immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing directly to LESSOR. Service fees shall be deemed unpaid rent for the purposes of the five (5) day statutory notice requirement for unpaid rent. Any payments received from LESSEE shall first be applied to service charges and utilities owed from the LESSEE to LESSOR hereunder. LESSEE hereby authorizes ▇▇▇▇▇▇▇▇ University by Sublessor inserting his or Sublessee her initials following this paragraph to apply eligible funds received by LESSEE pursuant to Federal Student Aid (FSA) programs to the rent due under the Lease this paragraph. LESSEE may cancel or modify this Subleaseauthorization at any time in writing with notice to LESSOR. [LESSEE’S INITIALS]. By signing this Lease, including, without limitation, those amounts payable LESSEE is responsible for his or her financial obligations under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient LESSEE’S failure to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the LESSEE’S financial obligations pursuant to this Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease may result in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient LESSEE being administratively dis- enrolled from ▇▇▇▇▇▇▇▇ University pursuant to make all Payments during the Lease Term University Student Disclosure Statement a copy of this Sublease which LESSEE acknowledges receipt of and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments furthermore any delinquent accounts may be madeturned over to an attorney or collection agency by LESSOR, with additional attorney fees and/or collection costs incurred by the LESSOR to be added to the LESSEE’S account. Sublessee hereby acknowledges its obligations ▇▇▇▇▇▇▇▇ University is the authorized collection/billing agent for The ▇▇▇▇▇, LLC for rent and late fees only. LESSEE shall pay utilities as provided below, and shall pay the LESSOR (The ▇▇▇▇▇, LLC) the security deposit as provided below. B. THIRD PARTY GUARANTY ▇. ▇▇▇▇▇▇ restricts occupancy to make payments under all individuals enrolled at ▇▇▇▇▇▇▇▇ University. Any exception to this must be granted in writing by The ▇▇▇▇▇ management. Payment of rent by third parties shall not give third party any constructive or possessory rights to the various circumstances described aboveleased premises. D. Withdrawal or suspension from the University shall not terminate the obligation of LESSEE hereunder and LESSEE shall be liable for the aforesaid rents unless said space is leased to another resident by LESSOR or unless LESSEE provides a SUB-LESSEE suitable to LESSOR as here below provided. No refund shall be made of any pre-paid rent.

Rent. Sublessee shall (a) Tenant covenants to pay to the order of SublessorLandlord, as rent for the EquipmentPremises during the Interim Term, a semiannual Rental Payment equal to the amount payable by Sublessor under Primary Term and each Extended Term of this Lease (if Tenant extends the LeaseTerm in accordance with Paragraph 4) the amounts set forth on EXHIBIT 5 attached hereto (herein called the "Basic Rent") in monthly installments, in advance, on the dates and in first day of each calendar month (herein called the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment DatesBASIC RENT PAYMENT DATES"). Sublessor hereby directs Sublessee to make all Payments otherwise payable ) by Sublessor to Lessor under the Lease directly to Lessor, wire or other electronic transfer of immediately available funds to the assignee of Lessor, if any, Landlord at the address set forth in the records maintained pursuant above or to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments such other person or such other place or account as set forth in Exhibit D attached hereto may be amended Landlord from time to time may designate to Tenant in writing; provided, Landlord may designate to Tenant in writing that all but not less than all of the monthly Basic Rent be paid directly to a Mortgagee (as defined in Subparagraph 23(a)) or an institutional payment agent. (b) Tenant covenants that all other amounts, liabilities and obligations which Tenant assumes or agrees to pay or discharge pursuant to this Lease together with every fine, penalty, interest and cost which may be added for nonpayment or late payment thereof, shall constitute additional rent hereunder (herein called "ADDITIONAL RENT"). In the event of any failure by Tenant to pay or discharge any Additional Rent, Landlord shall have all rights, powers and remedies provided herein or by law in the Leasecase of nonpayment of Basic Rent. In addition, Tenant further covenants to pay to Landlord on demand interest on all Basic Rent and Additional Rent due to Landlord from the date due until such amount is paid in full at the per annum rate of interest (the "DEFAULT RATE") equal to the extent annual "prime rate" identified in the "Money Rates" column in the Wall Street Journal (the "PRIME RATE") plus four percent (4%), but in no event shall the Default Rate exceed the maximum rate permitted by law, Sublessee shall pay when due to Sublessor . If the Wall Street Journal is no longer published or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (Wall Street Journal discontinues publication of the "Additional Payments"). The term "Payments", as used herein, prime rate," then Landlord shall refer designate a reasonably comparable source to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in identify the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]]Prime Rate.[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.

Rent. Sublessee shall A. LESSEE agrees to pay to the order of Sublessor, as rent for the Equipmentaforesaid premises and residence privileges the sum of $10,299.00. Said sum shall be paid by LESSEE to ▇▇▇▇▇▇▇▇ University, as LESSOR’S designated collection/billing agent for housing rent and late fees, in accordance with ▇▇▇▇▇▇▇▇ University’s published invoicing and payment schedule. There will be a semiannual Rental Payment equal $30.00 service charge for any check returned by the bank for any reason. LESSEE agrees to pay the amount payable by Sublessor under the Lease, on the dates and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 of the Leasereturned check plus service charge within 3 days. Rental Payments Upon LESSEE’S breach of any term hereunder, payments due to Lessor from Sublessee shall be due hereunder are accelerated and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in become immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing directly to LESSOR. Service fees shall be deemed unpaid rent for the purposes of the five (5) day statutory notice requirement for unpaid rent. Any payments received from LESSEE shall first be applied to service charges and utilities owed from the LESSEE to LESSOR hereunder. LESSEE hereby authorizes ▇▇▇▇▇▇▇▇ University by Sublessor inserting his or Sublessee her initials following this paragraph to apply eligible funds received by LESSEE pursuant to Federal Student Aid (FSA) programs to the rent due under the Lease this paragraph. LESSEE may cancel or modify this Subleaseauthorization at any time in writing with notice to LESSOR. [LESSEE’S INITIALS]. By signing this Lease, including, without limitation, those amounts payable LESSEE is responsible for his or her financial obligations under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient LESSEE’S failure to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the LESSEE’S financial obligations pursuant to this Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease may result in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient LESSEE being administratively dis- enrolled from ▇▇▇▇▇▇▇▇ University pursuant to make all Payments during the Lease Term University Student Disclosure Statement a copy of this Sublease which LESSEE acknowledges receipt of and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments furthermore any delinquent accounts may be madeturned over to an attorney or collection agency by LESSOR, with additional attorney fees and/or collection costs incurred by the LESSOR to be added to the LESSEE’S account. Sublessee hereby acknowledges its obligations ▇▇▇▇▇▇▇▇ University is the authorized collection/billing agent for The ▇▇▇▇▇, LLC for rent and late fees only. LESSEE shall pay utilities as provided below, and shall pay the LESSOR (The ▇▇▇▇▇, LLC) the security deposit as provided below. B. THIRD PARTY GUARANTY ▇. ▇▇▇▇▇▇ restricts occupancy to make payments under all individuals enrolled at ▇▇▇▇▇▇▇▇ University. Any exception to this must be granted in writing by The ▇▇▇▇▇ management. Payment of rent by third parties shall not give third party any constructive or possessory rights to the various circumstances described aboveleased premises. D. Withdrawal or suspension from the University shall not terminate the obligation of LESSEE hereunder and LESSEE shall be liable for the aforesaid rents unless said space is leased to another resident by LESSOR or unless LESSEE provides a SUB-LESSEE suitable to LESSOR as here below provided. No refund shall be made of any pre-paid rent.

Rent. Sublessee shall pay to the order of Sublessor, Except as rent for the Equipment, a semiannual Rental Payment equal to the amount payable by Sublessor under the Lease, on the dates and in the amounts as otherwise expressly set forth in Exhibit D attached hereto this Lease, Tenant agrees to pay to Landlord at the first office specified in Section 1.01 (such payment due dates are referred to herein as "Sublease Payment Dates"2). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessorsuch other persons, if anyor at such other places, at the address set forth in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Datedesignated by Landlord, which date shall be fifteen (15) days without any prior to the corresponding Master Lease Payment Date, demand therefor in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments and without any deduction or offset whatsoever, except as otherwise set forth in Exhibit D attached hereto may be amended from time this Lease, all Rent during the Term as and when due pursuant to time as provided in the this Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments Monthly Base Rent shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before paid monthly in advance on the first day of each fiscal month of the Term, except that the installment of Monthly Base Rent for any partial month at the beginning of the Term shall be paid prior to the Commencement Date and the installment of Monthly Base Rent due for the sixth (6th) month of the Term shall be paid by Tenant to Landlord within thirty (30) days following the Date of this Lease. Monthly Base Rent shall be prorated for partial months within the Term. Unpaid Rent shall bear interest at the Default Rate from the date due until paid provided, however, that Tenant shall be entitled to notice and an additional three (3) business day grace period before the imposition of Default Interest the first time in any calendar year that Tenant does not timely pay Rent hereunder. Tenant’s covenant to pay Rent shall be independent of Sublessee every other covenant in this Lease. Notwithstanding the foregoing, Tenant’s obligation to pay Rent shall be conditionally abated during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in first five (5) full calendar months of the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds Term (the “Rent Abatement Period”) in an amount sufficient not to make exceed $958,013.75. Such abatement shall apply to Rent only and shall not apply to any other sums payable under this Lease. The abatement of Rent described above is expressly conditioned on Tenant’s performance of its obligations under this Lease throughout the Term, and the amount of the abated Rent is based in part on the amount of Rent due under this Lease for the full Term. If Tenant Defaults under this Lease and such Default continues beyond the applicable notice and cure period, then Tenant shall immediately, on demand, pay to Landlord, in addition to all Payments other amounts and damages to which Landlord is entitled, the unamortized amount of Rent which would otherwise have been due and payable during the Lease Rent Abatement Period (based on the straight-line amortization of the abated Rent across the initial Term plus interest at the rate of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above8% per annum).

Rent. (a) Sublessee shall pay to Sublessor as the order minimum monthly rental hereunder the sum of Sublessor$8,666.67 per month commencing on July 1, 2000 and continuing on the first day of each succeeding month thereafter during the term of this Sublease (the "Basic Monthly Rent"). Basic Monthly Rent shall be adjusted from time to time in accordance with the provisions in the ▇▇▇▇▇▇▇▇▇ in respect of adjustments to "fixed rent" (as that term is defined in the ▇▇▇▇▇▇▇▇▇) as provided in Article 1 thereof, such that Basic Monthly Rent shall at all times during the term of the Sublease equal the monthly installments of fixed rent due from time to time under the ▇▇▇▇▇▇▇▇▇. Basic Monthly Rent for any partial month shall be prorated at the rate of 1/30th of the Basic Monthly Rent counting the actual number of days elapsed. (b) Sublessee shall pay during the term of this Sublease, as rent additional rental hereunder (hereinafter referred to as "Additional Rent"), before any fine, penalty, interest or cost may be added thereto for the Equipmentnonpayment thereof, a semiannual Rental Payment equal (i) all real estate taxes, special assessments, water rates and charges, sewer rates and charges (including any sum or sums payable for present or future sewer or water capacity), charges for public utilities, street lighting, excise levies, licenses, permits, inspection fees, other governmental charges, and all other charges or burden of whatsoever kind and nature (including costs, fees, and expenses of complying with any restrictive covenants or similar agreements to which the amount payable by Sublessor under Premises and/or the Lease, real property on which the dates and Premises are located are subject) incurred in the amounts as set forth in Exhibit D attached hereto use, occupancy, ownership, operation, leasing or possession of the Premises and/or arising under or related to this Sublease, whether any of the foregoing be general or special, ordinary or extraordinary, foreseen or unforseen (such payment due dates all of which are collectively referred to herein as "Impositions"), which at any time during the term hereof may have been or may be assessed, levied, confirmed, imposed upon, or become a lien on the Premises, or any portion thereof, or any appurtenance thereto, or this Sublease Payment Datesor the rents or income therefrom and (ii) any other amounts due Landlord under the terms of the ▇▇▇▇▇▇▇▇▇ (other than minimum rent), including common area maintenance costs, promotional charges, marketing charges and all other taxes, assessments, levies and charges of any nature whatsoever required to be paid by Sublessor under the ▇▇▇▇▇▇▇▇▇ (collectively, the "▇▇▇▇▇▇▇▇▇ Charges"). Sublessee shall pay to Sublessor hereby directs any taxes or increases in taxes which result from any improvements to the Premises which Sublessee makes at any time during the term hereof. Sublessee shall pay to make Sublessor (a) all Payments otherwise payable by Sublessor to Lessor under Impositions, whether heretofore or hereafter levied for assessed upon the Lease directly to LessorPremises, or to the assignee of Lessorany portion thereof, if any, at the address set forth in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee shall be and/or this Sublease which are due and payable on each during the term of this Sublease Payment Date, which date shall be fifteen to Sublessor within five days of receipt of a statement specifying such amount from Sublessor and (15b) days prior all ▇▇▇▇▇▇▇▇▇ Charges at the times and in the manner specified therefor in the ▇▇▇▇▇▇▇▇▇. Anything herein to the corresponding Master Lease Payment Datecontrary notwithstanding, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, Sublessor shall pay its prorata portion of any Impositions and/or ▇▇▇▇▇▇▇▇▇ Charges due and payable with respect to the extent permitted by lawPremises, Sublessee shall pay when due to Sublessor or to Lessorany portion thereof, as and/or this Sublease during the case may be, such other amounts from time to time as are due years in which the term hereof both commences and owing by Sublessor or Sublessee under ends based on the Lease or number of days in each said year within the term of this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, Sublessor shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption balance of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]]Impositions during said years.[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.

Rent. Sublessee shall (a) Tenant covenants to pay to the order of SublessorLandlord, as rent for the Equipment, a semiannual Rental Payment equal to Premises during the amount payable by Sublessor under Interim Term and the Primary Term of this Lease, the amounts set forth on Exhibit 5- 1 hereto, and during each Extended Term the amounts determined pursuant to Exhibit 5-2 hereto (herein called the "Basic Rent") in monthly installments in advance on the dates and in first day of each calendar month (herein called the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Basic Rent Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise ) by wire or other electronic transfer of immediately available funds or by check payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, Landlord at the address set forth in the records maintained pursuant above and/or to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments such other person or such other place or account as set forth in Exhibit D attached hereto may be amended Landlord from time to time may designate to Tenant in writing; provided, Landlord may designate to Tenant in writing that all or a portion of the monthly Basic Rent be paid directly to a Mortgagee or an institutional payment agent, and the remainder be paid as otherwise designated in writing by Landlord. Any payment made by check shall be deemed made on the date received, subject to collection. Subject to the second sentence of Subparagraph 7(a), Tenant shall pay when due all taxes payable on Basic Rent and Additional Rent, whether imposed on Landlord or Tenant, including without limitation, all gross rent taxes and sales taxes on such Basic Rent and Additional Rent, but calculated as if the Basic Rent and the Additional Rent were the sole income of Landlord. (b) Tenant covenants that all other amounts, liabilities and obligations which Tenant assumes or agrees to pay or discharge pursuant to this Lease together with every fine, penalty, interest and cost which may be added for nonpayment or late payment thereof, shall constitute additional rent hereunder (herein called "Additional Rent"). In the event of any failure by Tenant to pay or discharge any Additional Rent, Landlord shall have all rights, powers and remedies provided herein or by law in the Leasecase of nonpayment of Basic Rent. Tenant also covenants to pay to Landlord on demand an amount (the "Late Charge") equal to five percent (5%) of the payment amount then due on all installments of Basic Rent or Additional Rent which are more than five (5) days overdue, to cover Landlord's administrative expenses. Landlord is obligated to pay any late fees charged by Mortgagee with respect to the Mortgage if the Late Charge is paid by Tenant. The actual amount of Landlord's administrative expenses arising by reason of a late payment will be difficult to ascertain, and the parties agree that the Late Charge as calculated above is a reasonable estimate thereof. In addition, Tenant further covenants to pay to Landlord on demand interest at the per annum rate of interest equal to five percent (5%) plus the "prime rate" as reported by the Wall Street Journal, or at the maximum rate permitted by applicable law, whichever is less, on all Basic Rent and Additional Rent due to Landlord from the date due until such amount is paid in full. If the Wall Street Journal is no longer published or the Wall Street Journal discontinues publication of the "prime rate," then Landlord shall substitute a comparable prime rate. Notwithstanding the two prior sentences of this Subparagraph 5(b) to the extent permitted contrary, so long as any debt secured by law, Sublessee shall pay when due to Sublessor or to Lessor, a first Mortgage against the Premises remains outstanding (including such debt as exists on the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 date hereof and any such debt incurred in the future), the rate of interest that shall apply under this Lease to all overdue Basic Rent and Additional Rent shall be the lesser of (i) the maximum rate permitted by applicable law, or (ii) the interest rate applicable to late charges payments of interest or principal due and owing with respect to such debt (which interest rate under the Lease or this Sublease (such first Mortgage is referred to herein as the "Additional PaymentsDefault Rate"). The term ; said lower rate described in clauses (i) or (ii) being referred to as the "PaymentsMortgage Default Rate"; provided, as used hereinhowever, such Mortgage Default Rate shall refer only apply to Rental Payments the overdue Basic Rent while Landlord is obligated to pay interest at the Default Rate on late payments with respect to said Mortgage debt (and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under at all other circumstances times the rate described in the Leaseprior two sentences of this Subparagraph 5(b) shall continue to apply to overdue Basic Rent and Additional Rent). SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during At the entire Lease Term. The officials written request of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during Tenant Landlord will advise Tenant of the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublesseethe Mortgage Default Rate in a Landlord's obligations certificate delivered to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary Tenant pursuant to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]]Subparagraph 25(b) hereof.[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.

Rent. Sublessee 7.1 Tenant shall pay to the order of Sublessor, Landlord as rent Base Rent for the EquipmentPremises, a semiannual Rental Payment equal to the amount payable by Sublessor under the Lease, commencing on the dates and Term Commencement Date, the sums set forth in the amounts Section 2.3. Base Rent shall be paid in equal monthly installments as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to LessorSection 2.3, or to the assignee of Lessor, if any, at the address set forth each in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable advance on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee and every calendar month during the Lease Term. 7.2 In addition to Base Rent, Sublessee commencing on the Term Commencement Date, Tenant shall pay to Landlord as additional rent ("Additional Rent") at times hereinafter specified in this Lease (a) Tenant's Share (as defined below) of Operating Expenses (as defined below), (b) the Property Management Fee (as defined below) and (c) any other amounts that Tenant expressly assumes or agrees to pay under the provisions of this Lease that are owed to Landlord. Without limitation on other obligations of Tenant which survive the expiration of the Lease Term, the obligations of Tenant to pay Additional Rent shall survive the expiration of the Lease Term. 7.3 Landlord and Tenant hereby agree that it is their intent that all Base Rent, Additional Rent and other rent and charges payable to the Landlord under this Lease (hereinafter individually and collectively referred to as "Rent") shall qualify as "rents from real property" within the meaning of Section 856(d) of the Internal Revenue Code of 1986, as amended, (the "Code") and the Department of the U.S. Treasury Regulations promulgated thereunder (the "Regulations"). Should the Code or the Regulations, or interpretations thereof by the Internal Revenue Service contained in revenue rulings or other similar public pronouncements, be changed so that any Rent no longer so qualifies as "rent from real property" for purposes of Section 856(d) of the Code and the Regulations promulgated thereunder, such Rent shall be adjusted in such manner as the Landlord may require so that it will provide Lessor with an Appropriation Certificate for so qualify; provided, however, that any adjustments required pursuant to this Sublease Section 7.3 shall be made so as to produce the equivalent (in economic terms) Rent as payable prior to such adjustment. Rent shall be paid to Landlord, without abatement, deduction or offset, in lawful money of the form attached hereto United States of America at the office of Landlord as Exhibit G. Sublessee reasonably believes that legally available funds set forth in an amount sufficient Section 2.8 or to make all Payments during such other person or at such other place as Landlord may from time designate in writing. In the event the Lease Term commences or ends on a day other than the first day of this Sublease a calendar month, then the Rent for such fraction of a month shall be prorated for such period on the basis of a thirty (30) day month and shall be paid at the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described abovethen-current rate for such fractional month.

Rent. Sublessee A. Tenant shall pay to as rent hereunder the order of SublessorInitial Annual Base Rent plus the Rent Adjustment and Additional Base Rent, as rent for the Equipmenthereinafter defined, a semiannual Rental Payment and all other sums herein required to be paid, to ▇▇▇▇▇ Associates, Ltd., as Agent at ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ or to such other person or at such other place as Landlord may direct in writing. Annual Base Rent shall be paid in equal to monthly installments in the amount payable by Sublessor under of the Lease, on the dates and in the amounts as Initial Monthly Base Rent set forth in Exhibit D attached hereto (such payment due dates are referred to herein Section 1 hereof, as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained adjusted annually pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date3B hereof, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On advance on or before the first day of each fiscal year month of Sublessee the Term. All such rent shall be paid without any set-off or deduction whatsoever. Unpaid rent shall bear interest at the rate set forth in Sections 25M and 26F hereof, from the date due until paid. B. Commencing on the first day of the thirteenth (13th) full calendar month of the Term and on the first day of each succeeding twelve (12) month period (or portion thereof) thereafter during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in remainder of the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease Lease the Annual Base Rent payable pursuant to the preceding Section 3A (as previously adjusted pursuant to this Section 3B) shall be increased annually by an amount equal to three percent (3%) of the annual Base Rent payable for the then current calendar year, payable in equal monthly installments. Each such adjustment pursuant to this Section 3B shall be added to the prior year's Base Rent as previously adjusted pursuant to this Section 3B. All amounts due hereunder shall be deemed to be Additional Base Rent and shall be paid at the same time and in the same manner as Initial Monthly Base Rent pursuant to Section 3A of Lease. The Initial Monthly Base Rent and the Lease can be obtained. Sublessee currently intends Additional Base Rent are collectively sometimes herein referred to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described aboveas "Base Rent."

Rent. Sublessee (a) The Lessee shall pay FBTC Basic Rent and Lessor Basic Rent on the Acquisition Date. Thereafter the Lessee shall pay Basic Rent (to the order extent such Basic Rent (or any component thereof) is then due and owing) on (x) each Payment Date during the Term, (y) the date required under Section ------- 24.1 (i) in connection with the Lessee's exercise of Sublessorthe Remarketing Option, ------- and (z) any date on which this Lease shall terminate. The Lessee and Lessor hereby agree that amounts which would otherwise be payable by Lessee to Lessor hereunder as rent for Lessor Basic Rent are payable as interest on the Equipment, a semiannual Rental Payment equal Pledged Securities pursuant to the amount payable by Sublessor under the Lease, on the dates and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 terms of the Lease. Rental Payments due to Lessor from Sublessee Securities Pledge Agreement and such amounts shall not constitute Rent hereunder. (b) Rent shall be due and payable on each Sublease Payment Datein lawful money of the United States and, which date after the occurrence and during the continuance of a Cash Management Event, shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in paid by wire transfer of immediately available funds on the due date therefor from the relevant Sub-Accounts of the Cash Collateral Account, to the extent funds exist therein. With the exception of the first payment on the Acquisition Date of FBTC Basic Rent and Lessor Basic Rent, for which at least two (2) Business Days prior written notice from the Lessor shall be provided, the Lessor shall provide written notice of the amount of Basic Rent due at least five (5) Business Days prior to each due date therefor; provided, however, that the failure of the Lessor -------- ------- to provide such notice shall not affect Lessee's obligations hereunder or impose liability on Lessor. Lessee shall deposit all security deposits received by it with respect to the Property into the Security Deposit Account and shall cause all relevant checks to be made payable to the name of the Security Deposit Account. (c) So long as a Cash Management Event is not continuing, Rent shall be payable by wire transfer of immediately available funds on the due date therefor as follows: (i) Lessor Basic Rent and FBTC Basic Rent and Supplemental Rent to which the Lessor is entitled shall be payable to the Lessor at the address specified place of payment designated in writing by Lessor. Sublesseethe Lessor and (ii) the remainder of Basic Rent and Supplemental Rent to which the Lender is entitled shall be payable to the Lender or Lender's periodic obligation for Rental Payments designee or to an account identified by Lender or Lender's designee as set forth in Exhibit D attached hereto may be amended from time Section ------- 2.12 (b) of the Nomura Loan Agreement. -------- (d) Neither the Lessee's inability or failure to time as provided in take possession of all or any portion of the Lease. In addition, to Property when delivered by the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as whether or not attributable to any act or omission of the case may beLessee, such or for any other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used hereinreason whatsoever, shall refer to Rental Payments and Additional Payments. Sublesseedelay or otherwise affect the Lessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient obligation to pay Rent for the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay Property in accordance with the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term terms of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described aboveLease.

Rent. Sublessee shall pay to the order of Sublessor, as rent (i) The Base Rent rate(s) per rentable square foot for the Equipment, a semiannual Rental Payment equal to Expansion Space shall be the amount payable by Sublessor under same as the Lease, Base Rent rate(s) per rentable square foot for the initial Subleased Premises on the dates date the term for the Expansion Space commences, and shall increase at such times and in such amount as Base Rent for the amounts initial Subleased Premises, it being the intent of Sublandlord and Subtenant that the Base Rent rate(s) per rentable square foot for the Expansion Space shall always be the same as the Base Rent rate(s) per rentable square foot for the initial Subleased Premises, subject to abatement as expressly set forth in Exhibit D attached hereto Section 6(d)(ii), below. (such payment due dates are referred ii) Subtenant shall pay Operating Costs for the Expansion Space on the same terms and conditions set forth in Section 4 of this Sublease, provided that Subtenant's Percentage Share shall be increased appropriately to herein account for the addition of the Expansion Space. (iii) The Security Deposit will be increased by an amount equal to: (A) if Subtenant delivers its Exercise Notice prior to the first (1st) anniversary of the Commencement Date, six (6) months' Base Rent initially payable for the Expansion Space; or (B) if Subtenant delivers its Exercise Notice following the first (1st) anniversary of the Commencement Date, (x) six (6) months Base Rent payable for the Expansion Space multiplied by (y) a fraction, the numerator of which is the number of complete or partial calendar months remaining in the Term as of the date Subtenant delivers its Exercise Notice and the denominator of which is forty (40) (the "Sublease Payment DatesFraction"). Sublessor hereby directs Sublessee Subtenant will deliver such increased portion of the Security Deposit prior to make all Payments otherwise payable by Sublessor Subtenant's occupancy of the Expansion Space (but Subtenant's failure to Lessor under timely deliver such increased portion of the Lease directly Security Deposit will not postpone the commencement of Subtenant's obligation to Lessorpay Base Rent for the Expansion Space). Any such additional Security Deposit will be subject to reduction to an amount equal to forty percent (40%) of the initial additional Security Deposit amount as, or to when and if the assignee of Lessor, if any, at the address set forth in the records maintained initial Security Deposit is reduced pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (155(c) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.

Rent. Sublessee (a) Subject to subsection (c) below, commencing on and after the Commencement Date, Lessee shall pay Lessor all monetary obligations of Lessor under each Prime Lease for its respective Property applicable to the order of SublessorTerm (including, as rent for without limitation, base, fixed or minimum rent, percentage rent, additional rent, common area maintenance charges, real estate taxes and assessments, insurance charges, waste removal charges, merchants association dues, marketing, advertising and other promotional fund contributions, utility charges, HVAC and chilled water charges) (collectively, the Equipment“Property Rent”). (b) Commencing on and after the Commencement Date, a semiannual Rental Payment equal to the amount payable by Sublessor under the Lease, on the dates and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease Lessee shall pay directly to Lessor, or to the assignee of at Lessor, if any, ’s office at the address set forth designated for notices to Lessor in Section 11(a) hereof, all other amounts payable by Lessee that arise as an independent obligation under this Sublease (the records maintained pursuant “Additional Rent”, together with the Property Rent, the “Rent”). (c) Lessor and Lessee agree to Section 19 cooperate, and to take all reasonably necessary or desirable actions possible, to arrange for all payments by Lessee of the LeaseProperty Rent with respect to each Property directly to Prime Landlord with respect to such Property, and, with respect to each Property, to otherwise establish a direct relationship between Prime Landlord and Lessee with respect to all matters arising under the Prime Lease with respect to such Property and this Sublease with respect to such Property. Rental Payments due All Property Rent with respect to any Property shall be paid in lawful money of the United States to Prime Landlord with respect to such Property (or, if such Prime Landlord will not agree to such arrangement, then to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15at Lessor’s office at the address designated for notices to Lessor in Section 11(a) days prior to the corresponding Master Lease Payment Date, hereof in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, least two (2) Business Days prior to the extent permitted by lawdate when such Property Rent is due and payable under such Prime Lease), Sublessee shall pay when due to Sublessor or to Lessorat such other place as either Prime Landlord or Lessor may designate, as the case may be, by notice to Lessee. Lessor and Lessee agree that it is the intention of Lessor and Lessee to pass all of Lessor’s obligations (without premium or ▇▇▇▇-up) for Property Rent incurred under the Prime Lease during the Term with respect to each Property to Lessee, and Lessee agrees to pay or otherwise reimburse Lessor for all of Lessor’s obligations for Property Rent incurred with respect to each Prime Leases and each Property. If a Prime Landlord will not accept a direct payment from Lessee of Property Rent under the respective Prime Lease, then, provided Lessee shall have delivered such other amounts from Property Rent payment to Lessor within the time and in the manner specified in this subsection (c), Lessor shall deliver such payment of Property Rent to time as are such Prime Landlord on or prior to the date when such Property Rent is due and owing by Sublessor or Sublessee payable under such Prime Lease and in such manner as provided under the Lease respective Prime Lease. (d) All obligations of Lessee and Lessor under this Section 4 shall survive the termination of the Prime Leases or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.

Rent. Sublessee shall pay The monthly portion of Basic Annual Rent, all Common Area Expenses and all other amounts and expenses considered “additional rent” or otherwise due Landlord or other parties pursuant to the order of Sublessor, as rent for the Equipment, a semiannual Rental Payment equal to the amount payable by Sublessor under the Lease, on the dates and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are Lease shall collectively be referred to herein as "Sublease Payment Dates")the “Total Rent”. Beginning October 1, 2006, and on the first (1st) calendar day of every calendar month thereafter during the Term, Subtenant shall pay to Sublessor hereby directs Sublessee without right of offset, the Total Rent due to make all Payments otherwise payable by Sublessor to Lessor Landlord or other third parties under the Lease directly to Lessorand, or to the assignee extent received from Subtenant, Sublessor shall remit same to Landlord on or before the date such rental payments are due. Sublessor shall not be in default hereunder for the failure to pay Landlord sums due under the Lease if said amounts are not received by Sublessor from Subtenant. Sublessor shall be responsible for the July portion of Lessorthe Total Rent. On or before August 1, if any2006 and September 1, at the address set forth in the records maintained 2006, Subtenant shall pay to Sublessor, without right of offset, all rent considered “additional rent” pursuant to Section 19 of the Lease. Rental Payments Lease together with all other amounts due under the Lease to Lessor from Sublessee shall be due and payable on each Sublease Payment Landlord or other third parties arising after the Commencement Date, which term includes without limitation, all Common Area Expenses, utilities, taxes and third party service providers, including but not limited to landscapers, HVAC repair, elevator service and janitorial services arising after the Commencement Date (collectively, “Service Providers”). Prior to August 1, 2006, Subtenant shall provide Sublessor written evidence that Subtenant has contracted with all utility and Service Providers with respect to the Subleased Premises and shall have all utilities and contracts with Service Providers to the Leased Premises held in the name of Subtenant (reflecting Subtenant to be solely responsible for the payment for services/utilities rendered said utility or Service Provider). From and after August 1, 2006, Subtenant shall also be responsible for payment of all utilities and Service Providers to the Leased Premises to the extent said utilities and services were provided from and after August 1, 2006. Subtenant shall pay said utilities directly to the provider of said utilities, and provide a copy of the utility payment to Sublessee for the month of August on or before the date shall be fifteen said payment is due. Furthermore, and in addition to the foregoing payments set forth above, beginning on October 1, 2006 and on the first calendar day of each calendar month thereafter, Subtenant agrees to pay to Sublessor without right of offset, the amount of $4,128.01 which amount reflects the monthly repayment of Basic Annual Rent paid by Sublessor during the months of August and September (15) days collectively referred to herein as the “Rent Advance”). In the event this Sublease terminates prior to the corresponding Master expiration of the Term, Subtenant shall remain obligated to pay Sublessor the unamortized portion of the Rent Advance. Time is of the essence with the payments called for under this Sublease and Subtenant shall pay Sublessor all penalties and late fees called for under the Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time (owing to time as provided Landlord) in the Leaseevent any payment required to be paid by Subtenant is late. In addition, to the extent permitted by law, Sublessee shall pay when due any payment to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under this Sublease that is late shall bear interest at the rate provided in the Lease or this Sublease (from the "Additional Payments"). The term "Payments", as used herein, shall refer date said payments are due until the date such amounts owing by Subtenant are paid to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]]Sublessor.[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.

Rent. Sublessee Subtenant shall pay to Sublandlord in monthly installments during the order Term of Sublessorthis Sublease on or before the first day of every calendar month during the Term Subtenant's Building Share of any and all costs, expenses, claims, liabilities, losses, actions, causes of action, judgments (as rent such are internally accounted for the Equipment, a semiannual Rental Payment equal to the amount payable by Sublessor under the Lease, on the dates and Sublandlord) actually incurred in the amounts as set forth in Exhibit D attached hereto ownership, use, maintenance and/or operation of the Building (such payment due dates are referred to herein as "Sublease Payment DatesRent"). Sublessor hereby directs Sublessee The parties agree that the Rent charged to make all Payments otherwise payable Subtenant shall be consistent with Sublandlord's then current accounting practices, which shall be in conformity with GAAP. The terms "Building Share" shall mean a fraction, the numerator of which is the number of rentable square feet within the Subleased Premises, and the denominator of which shall be the total number of rentable square feet within the Building. The parties agree that Subtenant's initial Building Share is equal to 52.70% and Subtenant's Building Share as determined herein shall be modified, based on any increase or decrease in the number of rentable square feet within the Subleased Premises as permitted under this Sublease. The parties also agree that, by Sublessor to Lessor under way of example only and not of limitation, Exhibit "F" attached hereto shows the Lease directly to Lessorparties' initial estimate of Rent for the first year of the Term but such Exhibit shall not limit or define Rent, or but is merely an illustration as to the assignee calculation of LessorRent. If Sublandlord obtains a Replacement, if any, at Subtenant shall continue its occupancy of the address set forth in the records maintained Subleased Premises (pursuant to Section 19 2.3) for the period, which ends five (5) years after the Effective Date, and Subtenant shall be responsible for paying the newly calculated Rent, which shall include an additional amount equal to Subtenant's Building Share of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to costs incurred in connection with the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Subleaserenegotiation, including, without limitation, those amounts payable under Sections 8 and 9 hereof interest on Sublandlord's equity investment in the Building, interest on any debt encumbering the campus, attorneys' fees, and any late charges and all other costs and expenses incurred by Sublandlord in connection with such Replacement. Upon completion by Sublandlord of "Sublandlord's Work" described in Exhibit "E" hereto, Sublandlord shall determine the amount of depreciation permitted to be taken thereon monthly during the Term, which amount shall be added to the Rent payable hereunder. Sublandlord shall provide notice of such monthly increase in Rent, and thereafter Subtenant shall pay Rent in the amount set forth in Sublandlord's notice. In the event such notice is delivered after the Effective Date, Subtenant shall pay to Sublandlord, within thirty (30) days after receipt of such notice, such additional Rent due for any month prior to and owing under including the Lease or this Sublease (the "Additional Payments")month in which such notice is given. The term "Payments"In all cases, as used herein, shall refer to Rental Payments and Additional Payments. SublesseeSubtenant's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year this Section 5.1 shall not include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject "accelerated" payments related to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances amortized costs described aboveherein.

Rent. Sublessee shall pay to To the order of Sublessor, as rent for extent that the Equipment, a semiannual Rental Payment equal to the amount payable by Sublessor under the LeaseExisting Lessor has received (or, on the dates next scheduled date for payment of [Rent], does receive) from Lessee any amount of [Rent] payable by Lessee pursuant to the Lease that is referable to any period after the Effective Time, Existing Lessor shall arrange for such [Rent] to be paid to the New Lessor at or as soon as reasonably practicable after the Effective Time and such payment shall discharge pro tanto and without penalty the Lessee's obligation to pay the New Lessor for the relevant period. To the extent that the New Lessor has received (or, on the next scheduled date for payment of [Rent], does receive) from Lessee any amount of [Rent] payable by Lessee pursuant to the Novated Lease that is referable to any period prior to the Effective Time, the New Lessor shall arrange for such [Rent] to be paid to the Existing Lessor as soon as reasonably practicable after the Effective Time and such payment shall discharge pro tanto and without penalty the Lessee's obligation to pay the Existing Lessor for the relevant period. [With effect from the Effective Time, the current balance of the [Security Deposit] and the [Supplemental Rent] (in each case in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant Effective Time Notice) shall be transferred in full to Section 19 the New Lessor. Each party hereto agrees that with effect from the Effective Time [and subject to Clause 5.2.2 below], any claim by the Lessee for reimbursement of the Lease. Rental Payments due to Lessor from Sublessee [Security Deposit] or payment of [any maintenance contribution12] shall be due made only against the New Lessor, and payable on each Sublease Payment Date, which date the New Lessor hereby expressly confirms that it shall be fifteen (15) days prior to assume such obligations with effect from the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to Effective Time.13] [To the extent permitted by law, Sublessee shall pay when due that the Novated Lease sets out any other lessor maintenance or similar reimbursement obligations which are not passed in their entirety to Sublessor or to New Lessor, as the case may be, such other amounts from time a section to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, be added to clearly state who assumes responsibility for those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees onlymatters.]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.

Rent. Sublessee Mattson shall pay Rent to the order of SublessorLam as provided herein. Rent under th▇▇ ▇▇▇▇ease has two compon▇▇▇s: (1) Sublease Base Rent, as rent for the Equipment, a semiannual Rental Payment equal to the amount payable by Sublessor under the Lease, on the dates and in the amounts as set forth in Exhibit D attached hereto Section 6.1 below; and (such payment due dates 2) Additional Rent, as described in the Lease and as modified or supplemented by the additional items described herein (Sublease Base Rent and Additional Rent are collectively referred to herein as "Sublease Payment DatesRent"). Sublessor hereby directs Sublessee The intent of the parties is for Mattson to make pay all Payments otherwise payable expenses imposed on Lam by Sublessor virtue of the Lea▇▇, ▇▇▇luding those expenses incurred by ▇am for upkeep, repair, maintenance and landscaping performed by Lam ▇▇ Additional Rent under this Sublease, calculated (where a▇▇▇icable) in the manner described in the Lease, except to Lessor the extent of (a) Lam's obligation to pay Base Monthly Rent under the Lease directly Lease; (b) ▇▇▇ ▇ost to Lessor, or Lam to maintain the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 of property insurance required by the Lease; (▇) any obligations of Lam which relate to events that occurred prior to Mattson's occupancy; and (d) Lam's obligation to pay any brokerage ▇▇▇▇▇ssion that it has as▇▇▇▇▇ the obligation to pay. Rental Payments due to Lessor from Sublessee Rent shall be due and payable to Lam by Mattson on each the same dates on which Rent is due under the ▇▇ase. ▇▇ ▇▇▇h anniversary of the Sublease Payment Commencement Date, which date when the Master Landlord changes the Additional Rent payment due, and at such other mutually agreeable times, the parties shall conduct a reconciliation of the Additional Rent to provide that Mattson is paying (or has paid) to Lam the sum of Additional Re▇▇ ▇▇▇▇ Lam is paying (or has paid) ▇▇ Master Landlord in addition to t▇▇ other amounts described herein. Lam will provide a credit against the following month(s) Additi▇▇▇l Rent for any excess payments revealed by the reconciliation. At a reasonable time following the conclusion of the Sublease, the parties will also do a reconciliation of Additional Rent payments and will render payment to the other any sums due based on that reconciliation. Mattson's obligation to pay rent under this Sublease shall abat▇ ▇▇▇▇ ▇▇ the extent that Lam's obligation to pay rent to M▇▇▇▇▇ Landlord shall be fifteen (15) days prior to abated ▇▇▇▇r the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in terms of the Lease. In additionUpon request to Lam, Mattson shall have the right to the extent permitted by law, Sublessee shall pay when due review all of Lam's records ▇er▇▇▇▇▇▇▇ to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]]Rent.[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.

Rent. 9.1 Sublessee shall covenants and agrees to pay Sublessor, monthly in arrears, with respect to the order of SublessorAircraft, as rent Base Rent for the Equipment, a semiannual Rental Term on each Base Rent Payment equal to the amount payable by Sublessor under the Lease, on the dates and Date in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred the Sublease Rent Schedule, which by this reference is incorporated herein. 9.2 Notwithstanding the expiration, cancellation or other termination of Sublessee's obligation to herein as "Sublease Payment Dates"). Sublessor hereby directs pay Base Rent hereunder, Sublessee agrees to make all Payments otherwise payable by Sublessor pay to Lessor under Sublessor, or in the case of a Lease directly Event of Default of which Sublessee has received written notice from Lender or, after delivery of the Release Notice, Lessor, and a demand therefor, to Lender or, after delivery of the Release Notice, to Lessor, or to any other Person entitled thereto, any and all Supplemental Rent promptly as the assignee same becomes due and owing. If Sublessee fails to pay any Supplemental Rent, Sublessor or such other person entitled thereto shall have the rights, powers and remedies provided for herein or in any other Sublessee Document, or by law or in equity or otherwise as if Sublessee has failed to pay Base Rent. 9.3 All payments of Lessor, if any, at the address set forth in the records maintained pursuant Rent as required by this SECTION 9 and any and all other payments to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee Sublessor shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, paid in immediately available funds at without Abatement on the address specified date such Rent is due, by Lessor. Sublesseewire transfer to Sublessor's periodic obligation for Rental Payments account with Skandinaviska Enskilda Banken, New York Branch, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, account number ▇▇▇▇▇▇▇▇, or such other place in the United States as set forth in Exhibit D attached hereto may be amended Sublessor may, from time to time as time, designate. 9.4 Any payment provided herein due on any day not a Business Day shall be payable on the next preceding Business Day. No payment of Rent may be prepaid by more than ten (10) days without the prior written consent of Sublessor. 9.5 THIS SUBLEASE IS A NET LEASE, AND SUBLESSEE ACKNOWLEDGES AND AGREES THAT SUBLESSEE'S OBLIGATION TO PAY ALL RENT HEREUNDER, AND THE RIGHTS OF SUBLESSOR IN AND TO SUCH RENT, SHALL HE ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE SUBJECT TO ANY ABATEMENT, REDUCTION, SET-OFF, DEFENSE, COUNTERCLAIM OR RECOUPMENT ("ABATEMENTS") FOR ANY REASON WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ABATEMENTS DUE TO ANY PRESENT OR FUTURE CLAIMS OF SUBLESSEE AGAINST SUBLESSOR UNDER THIS SUBLEASE OR OTHERWISE, AGAINST SAAI OR ANY VENDOR OR MANUFACTURER, OR AGAINST ANY OTHER PERSON FOR WHATEVER REASON, INCLUDING, WITHOUT LIMITATION: (A) any default, misrepresentation, negligence, gross negligence, misconduct, willful misconduct or other action or inaction of any kind by Sublessor, Lessor, Lender, any manufacturer or seller of any component of the Aircraft or any other Person, or any set-off, counterclaim, recoupment, defense or other right which Sublessee may have against Sublessor, the manufacturers or anyone else for any reason whatsoever, (B) any defect in the Leasetitle, airworthiness, condition, design, operation or fitness for use of, or any Lien or other restriction of any kind upon, all or any component of the Aircraft, or any damage to or loss or destruction of, any part of the Aircraft or any interruption or cessation in the use or possession thereof by the Sublessee for any reason whatsoever, (C) any insolvency, bankruptcy, reorganization or similar proceedings by or against Sublessor, Lessor, Lender, any manufacturer or seller of any component of the Aircraft, Sublessee or any other Person, (D) any breach by Sublessor of any representation, warranty or covenant of Sublessor made herein or in connection herewith, (E) the invalidity or lack of enforceability or lack of due authorization or other infirmity of this Sublease or the lack of right, power or authority of Sublessor to enter into this Sublease, or (F) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Except as otherwise provided herein, Sublessee hereby waives, to the extent permitted by Applicable Law, any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, cancel, quit or surrender this Sublease, except as herein specifically provided or otherwise agreed between the parties hereto. If for any reason whatsoever this Sublease shall be terminated in whole or in part by operation of law, except as specifically provided herein, Sublessee nonetheless agrees to pay to Sublessor an amount equal to each installment of Base Rent at the time such installment would have become due and payable in accordance with the terms hereof had this sublease not been terminated in whole or in part. Each payment of Reset made by Sublessee shall be final and Sublessee shall not seek to recover all or any part of such payment from Sublessor four any reason whatsoever. Nothing in this SECTION 9.5 shall be construed to preclude sublessee from bringing any suit at law or in equity which it would otherwise be entitled to bring for breach of any representation, warranty, covenant or duty hereunder. 9.6 In additionthe event Sublessee shall fail to pay any Rent when due hereunder, Sublessee shall pay, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessorsuch other Person entitled thereto, upon demand, as Supplemental Rent, interest on such amount from the due date thereof to the date paid at a rate per annum (computed on the basis of a 365- or 366-day year, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Subleaseactual number of days elapsed, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before including the first day of each fiscal year of Sublessee during but excluding the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in last day) equal to the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described aboveOverdue Rate.

Rent. Sublessee shall pay to the order of Sublessor, as rent for the Equipment, a semiannual Rental Payment equal to the amount Rent and other payments payable by Sublessor tenants, licensees, concessionaires, and other persons using or occupying the Real Property or any part thereof under the Lease, on the dates and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the a Lease directly to Lessor, or to the assignee of Lessorotherwise, if any, at for or in connection with such use or occupancy, including, without limitation, fixed monthly rentals, additional rentals, percentage rentals, escalation rentals, retroactive rentals, operating cost pass-throughs, common area maintenance charges, HVAC charges, payments of taxes and insurance expenses, promotional/marketing charges, construction receivables and other sums and charges payable by the address set forth in tenants under the records maintained pursuant to Section 19 Leases (collectively, “Rent”) shall be prorated as of the Lease. Rental Payments due Closing Date such that Seller will be entitled to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days Rent attributable to periods prior to the corresponding Master Lease Payment Closing Date and Purchaser will be entitled to Rent attributable to periods from and after the Closing Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments all as more particularly set forth below: (a) All Rent, including estimated payments of Percentage Rent (as defined below), which have been paid under the Leases as of Closing for the month in Exhibit D attached hereto may which the Closing occurs (“Current Rent”) shall be amended prorated as of the Closing Date. (b) There shall be no proration at Closing of any Rent which has not been collected as of the Closing (“Rent Arrears”). In the event that either Purchaser or Seller receives Rent from time to time as provided a tenant after the Closing Date, such Rent shall be applied in the Lease. In additionfollowing order of priority (after deduction of actual out-of-pocket costs of collection paid by Purchaser to third parties): (i) first to Rents owed by such tenant for all periods following the Closing Date, and (ii) second to Rents owed by such tenant for all periods prior to the extent permitted by law, Sublessee shall pay when due Closing Date. Any sums owed to Sublessor Seller or to LessorPurchaser, as the case may be, pursuant to the foregoing shall be paid by to the party entitled hereunder to receive such sum within fifteen (15) days following receipt thereof by the other amounts from time party. Purchaser shall deliver to time Seller by the twentieth (20th) day of the first full calendar month after the Closing and every month thereafter through the 6th month following Closing, a statement of the collection status of each Rent Arrear until the collection of all Rent Arrears. Purchaser shall use its commercially reasonable efforts to pursue all Rent Arrears in the ordinary course of business, provided that Purchaser shall not be obligated to commence a lawsuit against any tenant in respect thereof. For one (1) year following the Closing, Seller shall have the right, upon reasonable notice, but no more often than twice in such twelve (12) month period, to audit Purchaser’s books and records to verify the amount of Rent Arrears which has actually been collected by Purchaser. Until the one-year anniversary of the Closing Date, Purchaser shall not waive any Rent Arrears or modify, amend or waive any Lease so as are due and owing by Sublessor to reduce the Rent Arrears for any period (or Sublessee under the Lease or this Subleaseany portion thereof) in which Seller is entitled to receive such Rent Arrears, without first obtaining Seller’s prior written consent. Seller reserves all rights with regard to all Rent Arrears (including, without limitation, those amounts payable initiating and prosecuting a lawsuit against such tenant), subject to the limitations that (i) Seller shall not have the right to bring or maintain any action to either dispossess any tenant that is in then in possession or terminate any of the Leases and (ii) Seller shall not commence any such action for a period of 90 days after the Closing Date. (c) Percentage rent or overage rent (referred to herein as “Percentage Rent”) under Sections 8 each Lease shall be prorated between Purchaser and 9 hereof and any late charges due and owing under Seller for the Lease or this Sublease Year (as defined below) in which the Closing occurs (the "Additional Payments")“Subject Lease Year”) in proportion to the relative periods of ownership of Seller and Purchaser during such Lease Year, with an adjustment to be made post-Closing upon completion of each applicable Lease Year to account for any Percentage Rent paid after Closing Date occurs. The term "Payments", as As used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFFterm “Lease Year” means the twelve (12) month period (or, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include tenants for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations Closing occurs during a partial Lease Year, such applicable shorter period) as to make payments which annual Percentage Rent is owed under all the various circumstances described aboveeach Lease.

Rent. Sublessee (a) Beginning with and including the first Payment Date occurring after the Commencement Date, Lessee shall pay to the order of Sublessor, as rent for the Equipment, a semiannual Rental Payment equal to the amount payable by Sublessor under the LeaseAgent, on behalf of Lessor, by wire transfer of immediately available federal funds using the dates and in the amounts as wiring instructions set forth in Exhibit D attached hereto or by such other method of payment as may be mutually agreed upon by Lessor, Lessee and Agent, basic rent in the amounts set forth in Exhibit C attached hereto, subject to adjustment as set forth in subparagraph (b) below (such payment due dates are basic rent, as so adjusted from time to time, is hereinafter referred to herein as "Sublease Payment DatesBasic Rent"). Sublessor hereby directs Sublessee Basic Rent shall be absolutely net to make Lessor, so that this Lease shall yield to Lessor the Basic Rent throughout the Term and shall be paid without demand or offset, as more particularly provided hereinafter. Each installment of Basic Rent received by the Agent shall be disbursed by the Agent in accordance with Article IX of the Deed of Trust. (b) Lessor and Lessee acknowledge and agree that Basic Rent has been determined based upon a number of factors, which include the amount of interest payable on the aggregate sum of the outstanding principal amount of the Bonds from time to time, the yield payable on the aggregate sum of the outstanding principal amount of Certificates from time to time and any other amounts and costs payable pursuant to the Operative Documents. Accordingly, Basic Rent shall be adjusted from time to time by Lessor and Lessee to reflect (i) any increase in the aggregate sum of the outstanding principal amount of the Bonds and/or the Certificates, (ii) any redemption of the Bonds prior to maturity, (iii) any increase or decrease in Basic Rent as a result of the existence of the Hedge Documents, (iv) the expiration of any Hedge or any default by any Hedge Counterparty in the performance of its obligations under any Hedge Documents, and (v) any additional amounts and costs that become due and owing pursuant to the other Operative Documents. (c) Lessee covenants and agrees to pay and discharge, as additional rent (the "Additional Rent"), all Payments amounts, liabilities and obligations (other than Basic Rent) which Lessee assumes or agrees or is otherwise obligated to pay under this Lease or any other Operative Document (whether or not designated as Additional Rent) to Agent or any other Person, including without limitation, the Head Lessor's Fee, any costs otherwise payable by Sublessor to Lessor Issuer under the Hedge Documents, Break Costs, the Residual Guaranty Amount and any Lease directly to Balance. Each payment of Additional Rent received by the Agent shall be disbursed by the Agent in accordance with Article IX of the Deed of Trust. Lessor, or to the assignee of Lessoras promptly as practicable after obtaining knowledge that any Additional Rent will be payable under this Lease, if anywill advise Lessee, at the address set forth in the records maintained pursuant to Section 19 by written notice, of the Lease. Rental Payments due to Lessor from Sublessee shall be amount of any Additional Rent payable hereunder and the date on which any Additional Rent is due and payable on each Sublease Payment Dateby Lessee in order for Lessor to meet its obligations with respect to payments by Lessor to other Persons, which date but failure to give such notice shall not relieve Lessee of the obligation to make such payments. Additional Rent shall be fifteen (15) days prior paid to Agent or the corresponding Master Lease Payment DatePerson entitled thereto, on the date specified in Lessor's written notice to Lessee, by wire transfer of immediately available federal funds at using the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as wiring instructions set forth in Exhibit D attached hereto may be amended from time hereto. In the event of any failure by Lessee to time as pay or discharge any Additional Rent, Lessor shall have all rights, powers and remedies provided herein or by Law in the Leasecase of non-payment of Basic Rent. (d) In the event that any payment of Basic Rent or Additional Rent is not made within fifteen (15) days after the date on which the same is due and payable, Lessee shall pay to whomever shall be entitled thereto, in each case as Additional Rent, a late charge equal to two percent (2%) of the overdue amount, together with interest, from the date on which the payment was due (without regard to any applicable grace period) until the date such payment is made in full, at the fluctuating rate which is at all times equal to the LIBO Rate plus 2% per annum (the "Default Rate"). In addition, to the extent permitted by law, Sublessee Lessee shall pay when all costs of collection, including attorneys' fees, if collection of amounts due to Sublessor Lessor or any other Person is referred to Lessor, as the case may be, such other amounts from time to time as are due and owing an attorney after default by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]]Lessee.[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.

Rent. Sublessee (a) Commencing on the ▇▇▇▇▇ ▇▇ Expansion Date and continuing for the duration of the ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ shall pay to as the order of Sublessor, as rent base rental (the "Level 11 Expansion Base Rental") for the Equipmentlease and use of the Level 11 Expansion Space, a semiannual Rental Payment monthly amount equal to the amount payable one-twelfth (1/12) of the product of (x) the annual base rental rate identified below for the applicable period set forth below multiplied by Sublessor (y) the number of square feet of Net Rentable Area comprising the Level 11 Expansion Space. (b) In addition to the ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Rental, as of the Level 11 Expansion Date, the ▇▇▇▇▇ ▇▇ Expansion Space shall be added to the Leased Premises for the purposes of determining Tenant's Percentage Share of Estimated Basic Costs and Tenant's Basic Cost Adjustment and Tenant shall be obligated to pay Tenant's Basic Cost and Tenant's Basic Cost Adjustment with respect to the Level 11 Expansion Space in accordance with the provisions of the Lease. Notwithstanding the foregoing, Tenant shall continue to pay all Rent due under the Lease with respect to the Existing Premises, including without limitation, Base Rental, Tenant's Basic Cost, Tenant's Basic Cost Adjustment and Parking Rental, in accordance with the provisions of the Lease. (c) Notwithstanding anything to the contrary contained in this Amendment, provided an Event of Default has not occurred under the Lease, ▇▇▇▇▇ ▇▇ Expansion Base Rental, Tenant's Basic Cost and Tenant's Basic Cost Adjustment shall ▇▇▇▇▇ for the ▇▇▇▇▇ ▇▇ Expansion Space from the ▇▇▇▇▇ ▇▇ Expansion Date through and until the last day of the fourth (4th) Lease Month (as defined below) of the ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇. Commencing on the dates first (1st) day of the fifth (5th) Lease Month of the ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (or any other earlier date upon which an Event of Default exists), such abatement shall cease and in Tenant shall thereupon commence paying to Landlord the amounts as set forth in Exhibit D attached hereto full amount of ▇▇▇▇▇ ▇▇ Expansion Base Rental and Tenant's Basic Cost for the ▇▇▇▇▇ ▇▇ Expansion Space without regard to the first sentence of this subsection (such payment due dates are referred to herein as "Sublease Payment Dates"c). Sublessor hereby directs Sublessee Notwithstanding the foregoing, Tenant shall be obligated to make all Payments otherwise payable by Sublessor to Lessor under pay Parking Rental in accordance with the Lease directly to Lessor, or to the assignee provisions of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 6.15 of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may beamended by Paragraph 7 below, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment period of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, rental abatement. (d) If the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before ▇▇▇▇▇ ▇▇ Expansion Date is other than the first day of each fiscal a calendar month, then the installments of the ▇▇▇▇▇ ▇▇ Expansion Base Rental and Base Rental Adjustment payable with respect to the ▇▇▇▇▇ ▇▇ Expansion Space for such month shall be prorated and the installment or installments so prorated shall be paid in advance. Said installments for such prorated month or months shall be calculated by multiplying the equal monthly installment by a fraction, the numerator of which shall be the number of days of the ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ occurring during said commencement month and the denominator of which shall be the number of days in said month. If the ▇▇▇▇▇ ▇▇ Expansion Date is other than the first (1st) day of a calendar year, the Base Rental Adjustment with respect to the Level 11 Expansion Space shall be prorated for such commencement year by multiplying the Base Rental Adjustment by a fraction, the numerator of Sublessee which shall be the number of days of such ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ occurring during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease commencement year and the denominator of which shall be the number of days in said year. (e) As used herein, the term (i) "Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain Month" means each of the twelve (12) one-month periods during a Lease Year with the first (1st) Lease Month commencing on the ▇▇▇▇▇ ▇▇ Expansion Date and maintain funds from which expiring on the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all day immediately preceding the various circumstances described abovesame day of the next calendar month and with each subsequent Lease Month commencing upon the expiration of the prior Lease Month and expiring on the day immediately preceding the same day of the next calendar month and (ii) "Lease Year" means a period of one (1) year, with the first (1st) Lease Year commencing on the ▇▇▇▇▇ ▇▇ Expansion Date and expiring on the day immediately preceding the first (1st) anniversary of the ▇▇▇▇▇ ▇▇ Expansion Date and with each subsequent Lease Year commencing upon the expiration of the prior Lease Year.

Rent. Sublessee shall pay to To the order of Sublessor, as rent for extent that the Equipment, a semiannual Rental Payment equal to the amount payable by Sublessor under the LeaseExisting Lessor has received (or, on the dates next scheduled date for payment of [Rent], does receive) from Lessee any amount of [Rent] payable by Lessee pursuant to the Lease that is referable to any period after the Effective Time, Existing Lessor shall arrange for such [Rent] to be paid to the New Lessor at or as soon as reasonably practicable after the Effective Time and such payment shall discharge pro tanto and without penalty the Lessee's obligation to pay the New Lessor for the relevant period. To the extent that the New Lessor has received (or, on the next scheduled date for payment of [Rent], does receive) from Lessee any amount of[Rent] payable by Lessee pursuant to the Assigned Lease that is referable to any period prior to the Effective Time, the New Lessor shall arrange for such [Rent] to be paid to the Existing Lessor as soon as reasonably practicable after the Effective Time and such payment shall discharge pro tanto and without penalty the Lessee's obligation to pay the Existing Lessor for the relevant period. [With effect from the Effective Time, the current balance of the [Security Deposit] and the [Supplemental Rent] (in each case in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant Effective Time Notice) shall be transferred in full to the New Lessor. Each party hereto agrees that with effect from the Effective Time [and subject to Section 19 5.2.2 below], any claim by the Lessee for reimbursement of the Lease. Rental Payments due to Lessor from Sublessee [Security Deposit] or payment of [any maintenance contribution12] shall be due made only against the New Lessor, and payable on each Sublease Payment Date, which date the New Lessor hereby expressly confirms that it shall be fifteen (15) days prior to assume such obligations with effect from the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to Effective Time.13] [To the extent permitted by law, Sublessee shall pay when due that the Lease sets out any other lessor maintenance or similar reimbursement obligations which are not passed in their entirety to Sublessor or to New Lessor, as the case may be, such other amounts from time a section to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, be added to clearly state who assumes responsibility for those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees onlymatters.]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.

Rent. Sublessee (a) The Rent (specified in Section 1.1 hereof) and any additional rent or other charges payable pursuant to this Lease shall pay to the order of Sublessor, as rent for the Equipment, a semiannual Rental Payment equal to the amount be payable by Sublessor under the Lease, on the dates and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make Sublessor at Sublessor's mailing address (or such other place as Sublessor may from time to time designate by notice to Sublessee). (b) Rent (including any payment required pursuant to Section 1.1 of Sublessee's Prorata Share of all Payments otherwise estimated monthly installments on account of additional rent payable by Sublessor to Prime Lessor under the Lease directly Prime Lease) shall be payable in advance on the first (1st) day of each and every calendar month during the term of this Sublease. Sublessor shall promptly deliver to Sublessee (i) a copy of any year end statement of operating expenses that Sublessor receives from Prime Lessor, and (ii) a copy of documentation related to tax bills received by Sublessor from Prime Lessor. Promptly after Sublessor and Prime Lessor have made the appropriate adjustments among themselves on account of such actual operating expenses and real estate taxes, the amounts paid by Sublessee as its Prorata Share of such estimated installments shall be adjusted between Sublessor and Sublessee. The parties' obligations hereunder to make such adjustments shall survive the expiration or to the assignee termination of Lessor, if any, at the address set forth this Sublease. (c) All items of additional rent other than those items in the records maintained pursuant nature of pass-throughs payable by Sublessor to Section 19 of Prime Lessor under the Lease. Rental Payments due to Lessor from Sublessee Prime Lease shall be due and payable on each Sublease Payment Datewithin thirty (30) days after receipt by Sublessee of a statement, which date in reasonable detail, showing the costs incurred by Sublessor and calculating Sublessee's appropriate share thereof; upon request from Sublessee, Sublessor shall furnish Sublessee with copies of invoices, purchase orders or other documentary evidence of such costs. (d) Rent for any partial month shall be fifteen paid by Sublessee to Sublessor at such rate on a prorata basis. Other charges payable by Sublessee on a monthly basis, as hereinafter provided, shall likewise be prorated. (15e) days prior Sublessee shall be entitled to an equitable share of all rent abatements which Sublessor actually receives under the Prime Lease and which are equitably allocable to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by LessorPremises. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such All Rent and other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On paid without demand, offset or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described abovededuction.

Rent. Sublessee 7.1. Tenant shall pay to the order of Sublessor, Landlord as rent Base Rent for the EquipmentPremises, a semiannual Rental Payment commencing on February 1, 2019 (as the same may be extended as provided in Section 4.1, the “Rent Commencement Date”), the sums set forth in Section 2.3. Base Rent shall be paid in equal to the amount payable by Sublessor under the Lease, on the dates and in the amounts monthly installments as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to LessorSection 2.3, or to the assignee of Lessor, if any, at the address set forth each in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable advance on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee and every calendar month during the Term. 7.2. In addition to Base Rent, Tenant shall pay to Landlord as additional rent (“Additional Rent”) at times hereinafter specified in this Lease Term(a) Tenant’s Adjusted Share of Building of Operating Expenses (as defined below), Sublessee (b) Tenant’s Pro Rata Share of Lab Building of Operating Expenses, (c) the Property Management Fee (as defined below), (d) sums due for consulting services provided to Tenant by Landlord at Tenant’s request if those services exceed the customary tenant-servicing efforts of Landlord in Landlord’s reasonable discretion (Landlord shall have sole discretion with respect to the provision of such services, if any, and how those services will be billed to Tenant, including the use of a taxable subsidiary to provide Lessor such services and ▇▇▇▇ for the same); and (e) any other amounts that Tenant assumes or agrees to pay under the provisions of this Lease that are owed to Landlord, including any and all other sums that may become due by reason of any default of Tenant or failure on Tenant’s part to comply with an Appropriation Certificate the agreements, terms, covenants and conditions of this Lease to be performed by Tenant, after notice and the lapse of any applicable cure periods. Tenant shall pay Additional Rent with respect to the entire Term after the Rent Commencement Date, including any extensions thereof or any holdover periods, regardless of whether Tenant is obligated to pay Base Rent with respect to any such period or portion thereof; provided, however, that notwithstanding anything set forth herein to the contrary, Tenant shall pay any utility charges for the Premises that may be included in Additional Rent for the entire Term (any utilities paid directly by Tenant, including without limitation as described in Section 16.2 hereof, may not be included as Additional Rent). 7.3. Base Rent and Additional Rent shall together be denominated “Rent.” Rent shall be paid to Landlord, without abatement, deduction or offset, except as otherwise expressly set forth in this Sublease Lease, in lawful money of the United States of America at the office of Landlord as set forth in Section 2.9 or to such other person or at such other place as Landlord may from time designate in writing. In the event the Term commences or ends on a day other than the first day of a calendar month, then the Rent for such fraction of a month shall be prorated for such period on the basis of the number of days in the form attached hereto month and shall be paid at the then-current rate for such fractional month. 7.4. Tenant’s obligation to pay Rent shall not be discharged or otherwise affected by (a) any Applicable Laws now or hereafter applicable to the Premises, (b) any other restriction on Tenant’s use, (c) except as Exhibit G. Sublessee reasonably believes expressly provided herein, any casualty or taking or (d) any other occurrence; and Tenant waives all rights now or hereafter existing to terminate or cancel this Lease or quit or surrender the Premises or any part thereof, or to assert any defense in the nature of constructive eviction to any action seeking to recover Rent. Tenant’s obligation to pay Rent with respect to any period or obligations arising, existing or pertaining to the period prior to the date of the expiration or earlier termination of the Term or this Lease shall survive any such expiration or earlier termination; provided, however, that legally available funds nothing in an amount sufficient this sentence shall in any way affect Tenant’s obligations with respect to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described aboveany other period.

Rent. Sublessee shall pay to On the order of Sublessor, as rent for the Equipment, a semiannual Rental Payment equal to the amount payable by Sublessor under the date that Tenant executes this Lease, Tenant shall deliver to Landlord the original executed Lease, the Base Rent, the Security Deposit, and all insurance certificates evidencing the insurance required to be obtained by Tenant under Section 12 of this Lease. Tenant agrees to pay Landlord, without prior notice or demand, or abatement, offset, deduction or claim, the Base Rent described on Basic Lease Information Page, payable in advance at Landlord's address shown on Page 1 on the dates and in first day of each month throughout the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 term of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior In addition to the corresponding Master Base Rent set forth on Page 1, Tenant shall pay Landlord in advance and on the first (1st) day of each month throughout the term of this Lease Payment Date(including any extensions of such term), in immediately available funds at the address specified by Lessor. Sublesseeas Additional Rent Tenant's periodic obligation for Rental Payments share, as set forth in Exhibit D attached hereto may be amended from time to time as provided on Page 1, of Operating Expenses, Tax Expenses, Common Area Utility Costs, and Utility Expenses, and Administrative Expenses all in the manner as specified in Sections 6.1, 6.2, 6.3, 6.4 and 7 of this Lease, respectively. In additionAdditionally, to the extent permitted by law, Sublessee Tenant shall pay when due to Sublessor or Landlord as Additional Rent hereunder, immediately on Landlord's demand therefor, any and all costs and expenses incurred by Landlord to Lessor, as enforce the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or provisions of this SubleaseLease, including, without limitationbut not limited to, those amounts payable under Sections 8 costs associated with any proposed assignment or subletting of all or any portion of the Premises by Tenant, costs associated with the delivery of notices, delivery and 9 hereof recordation of notice(s) of default, attorneys' fees, expert fees, court costs and any late charges due and owing under the Lease or this Sublease filing fees (collectively, the "Additional PaymentsEnforcement Expenses"). The term "Payments"Rent" whenever used herein refers to the aggregate of all these amounts. If Landlord permits Tenant to occupy the Premises without requiring Tenant to pay rental payments for a period of time, the waiver of the requirement to pay rental payments shall only apply to waiver of the Base Rent and Tenant shall otherwise perform all other obligations of Tenant hereunder, including, but not limited to paying to Landlord any and all amounts considered additional rent, such as used hereinTenant's share of Operating Expenses, Tax Expenses, Common Area Utility Costs, and Utility Expenses, and Administrative Expenses. If, at any time, Tenant is in default of or otherwise breaches any term, condition or provision of this Lease, any such waiver by Landlord of Tenant's requirement to pay rental payments shall refer be null and void and Tenant shall immediately pay to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make Landlord all Payments hereunder during the entire Lease Termrental payments waived by Landlord. The officials Rent for any fractional part of Sublessee responsible a calendar month at the commencement or termination of the Lease term shall be a prorated amount of the Rent for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year a full calendar month based upon a thirty (30) day month. The prorated Rent shall include be paid on the Commencement Date. The Termination Date of the Lease shall always be the last day of the calendar month in each such budget request for each fiscal year during which the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]]commenced.[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.

Rent. Sublessee (a) During the Term of this Lease, Lessee shall pay basic rent ("BASIC RENT") in uneven installments payable in arrears on each Payment Date during such Term, in each case, in an amount equal to (i) the order aggregate amount of Sublessorinterest payable (as described in SECTION 6.3 of the Participation Agreement) on each Advance for which payment is due on such Payment Date plus the Investment Yield payable (as described in section 6.3 of the Participation Agreement) on the Lessor Investment accrued and unpaid to such Payment Date less (ii) the Basic Rent payable on such date under the Freezer Lease; provided, as rent however, that Basic Rent shall not include interest payable on Advances or Investment Yield payable on Lessor Investment made with respect to any Restaurant Property or the HQ Expansion during the Construction Period for the Equipment, a semiannual Rental Payment equal to the amount payable applicable property. All Basic Rent shall be paid by Sublessor under the Lease, on the dates and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease Lessee directly to Lessor, or to the assignee Agent on behalf of Lessor, if anynot later than 12:00 noon. (Nashville, TN time) on each Payment Date in Dollars received by Agent, at the such address set forth as Agent shall designate in the records maintained pursuant a notice to Section 19 of the LeaseLessee. Rental Payments due to Lessor from Sublessee If any Payment Date falls on a day that is not a Business Day, Basic Rent shall be due and payable on each Sublease Payment Date, which date the next succeeding Business Day and such extension of time shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided included in the Leasecomputation of interest or fees. In additionIf, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may behowever, such other extension would cause payment of interest or principal of Eurodollar Rate Obligations to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (b) All amounts from time that Lessee is required to time as are due and owing by Sublessor pay or Sublessee under the discharge pursuant to this Lease or this Sublease, in addition to Basic Rent (including, without limitation, those amounts payable under Sections 8 and 9 as the Termination Value, any amounts payable pursuant to SECTION 11 hereof or as liquidated damages pursuant to SECTION 12.2(A)(IV) hereof, and any Breakage Costs), together with Facility Fees, every fine, penalty, overdue interest and cost which may be added for nonpayment or late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunderthereof, and Sublessee will notify Lessor all other amounts, liabilities and Sublessor obligations of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.whatsoever nature relating

Rent. Sublessee Subtenant shall pay in advance to the order Sublandlord basic rent of Sublessor, as rent Four Thousand Dollars ($4,000) per month ("BASE RENT") for the Equipment, a semiannual Rental Payment equal to the amount payable by Sublessor under the Lease, on the dates and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee term of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 on the Commencement Date and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before on the first day of each fiscal year of Sublessee month thereafter during the Lease Termterm of this Sublease. Payment of Base Rent shall be made without demand, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease notice, counterclaim, offset or deduction. It is the intention of the parties that the payment of Base Rent provided above shall be absolutely "net" to the Sublandlord, by which is meant that the parties intend that the Sublandlord shall have the Base Rent in hand after payment of any and all expenses that Sublandlord is required to pay on account of its leasehold interest in the form attached hereto as Exhibit G. Sublessee reasonably believes Deacon Premises and that legally available funds in an amount sufficient to make all Payments arise during the Lease Term term of this Sublease. SECTION 17 of this Sublease sets forth additional provisions relative to the payment of expenses related to the Deacon Premises. All such expenses that Sublandlord is required to pay under the terms of the Master Lease (or otherwise) with respect to the Deacon Premises (hereinafter referred to as "ADDITIONAL RENT"), to the extent not directly paid by the Subtenant, shall be invoiced by the Sublandlord to the Subtenant and the Subtenant shall pay the Sublandlord the amount so invoiced, without further demand, notice, counterclaim, offset or deduction, within 30 days of invoice. Additional Rent includes all costs and expenses of any kind or description with respect to the Deacon Premises that are the responsibility of the "Tenant" under the Master Lease can and that arise during the term of this Sublease. Base Rent and Additional Rent are referred to herein collectively as "RENT". Subtenant's agreement to pay Rent is an independent covenant, with no right of setoff, deduction or counterclaim of any kind, except if and to the extent APPC objects to Subtenant occupying the Deacon Premises. The obligation of the Subtenant to pay Rent accruing during the term of this Sublease, whether Base Rent or Additional Rent, shall survive any termination of this Sublease or the Master Lease. Rent shall be obtained. Sublessee currently intends to do all things lawfully within its power to obtain prorated for any partial month at the beginning and/or end of the Sublease term, by dividing the stated monthly rental rate (and maintain funds from Tenant's pro rata share of Additional Rent) by the number of days in such month during which Subtenant occupies the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described aboveDeacon Premises.

Rent. Sublessee shall A. LESSEE agrees to pay to the order of Sublessor, as rent for the Equipmentaforesaid premises and residence privileges the sum of $8690.00. Said sum shall be paid by LESSEE to ▇▇▇▇▇▇▇▇ University, as LESSOR’S designated collection/billing agent for housing rent and late fees, in accordance with ▇▇▇▇▇▇▇▇ University’s published invoicing and payment schedule. There will be a semiannual Rental Payment equal $30.00 service charge for any check returned by the bank for any reason. LESSEE agrees to pay the amount payable by Sublessor under the Lease, on the dates and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 of the Leasereturned check plus service charge within 3 days. Rental Payments Upon LESSEE’S breach of any term hereunder, payments due to Lessor from Sublessee shall be due hereunder are accelerated and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in become immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing directly to LESSOR. Service fees shall be deemed unpaid rent for the purposes of the five (5) day statutory notice requirement for unpaid rent. Any payments received from LESSEE shall first be applied to service charges and utilities owed from the LESSEE to LESSOR hereunder. LESSEE hereby authorizes ▇▇▇▇▇▇▇▇ University by Sublessor inserting his or Sublessee her initials following this paragraph to apply eligible funds received by LESSEE pursuant to Federal Student Aid (FSA) programs to the rent due under the Lease this paragraph. LESSEE may cancel or modify this Subleaseauthorization at any time in writing with notice to LESSOR. By signing this Lease, including, without limitation, those amounts payable LESSEE is responsible for his or her financial obligations under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient LESSEE’S failure to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the LESSEE’S financial obligations pursuant to this Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease may result in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient LESSEE being administratively dis-enrolled from ▇▇▇▇▇▇▇▇ University pursuant to make all Payments during the Lease Term University Student Disclosure Statement a copy of this Sublease which LESSEE acknowledges receipt of and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments furthermore any delinquent accounts may be madeturned over to an attorney or collection agency by LESSOR, with additional attorney fees and/or collection costs incurred by the LESSOR to be added to the LESSEE’S account. Sublessee hereby acknowledges its obligations ▇▇▇▇▇▇▇▇ University is the authorized collection/billing agent for The ▇▇▇▇▇, LLC for rent and late fees only. LESSEE shall pay utilities as provided below, and shall pay the LESSOR (The ▇▇▇▇▇, LLC) the security deposit as provided below. B. THIRD PARTY GUARANTY ▇. ▇▇▇▇▇▇ restricts occupancy to make payments under all individuals enrolled at ▇▇▇▇▇▇▇▇ University. Any exception to this must be granted in writing by The ▇▇▇▇▇ management. Payment of rent by third parties shall not give third party any constructive or possessory rights to the various circumstances described aboveleased premises. D. Withdrawal or suspension from the University shall not terminate the obligation of LESSEE hereunder and LESSEE shall be liable for the aforesaid rents unless said space is leased to another resident by LESSOR or unless LESSEE provides a SUB-LESSEE suitable to LESSOR as here below provided. No refund shall be made of any pre-paid rent.

Rent. Sublessee shall pay to Sublessor rent ("Fixed Rent") in the order amounts listed on Exhibit C attached hereto. However, Sublessee shall phase into the Premises, effective May 1, 1998, on a stepped basis such that the Sublessee shall only pay Fixed Rent for 15,000 rentable square feet during the first five (5) months of Sublessorthe Term, and pay Fixed Rent for 20,000 rentable square feet during months six (6) through eight (8) of the Sublease Term. Sublessee, shall pay Rent for the entire Premises (23,575 rentable square feet) beginning on January 1, 1999. Fixed Rent shall be paid monthly in advance on the first day of each month during the term of this Sublease. Fixed Rent, Sublessee's share of the Operating Expenses, as rent for defined in Section 4.2 of the EquipmentMain Lease, a semiannual Rental Payment equal to the amount and all other amounts ("Additional Charges") payable by Sublessee to Sublessor under the Leaseprovisions of this Sublease or the provisions of the Main Lease shall be paid promptly when due, on without notice or demand therefor (unless Sublessor receives notice or demand therefor from the dates and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to LessorMain Lease), and without deduction, abatement, counterclaim or setoff of any amount for any reason whatsoever. Rent for any partial month of the Sublease Term shall be prorated in the proportion that the number of days this Sublease is in effect during such month bears to the assignee actual number of days in such month. If, based upon Lessor's statement of actual expenses or an audit performed pursuant to Paragraph 4.2(g) of the Main Lease (which audit Sublessor agrees to have performed, at Sublessee's expense, if anyrequested by Sublessee in writing), Sublessee has underpaid or overpaid the amount of Rent owing pursuant to the Master Lease (as incorporated into this Sublease), Sublessee shall (as applicable) pay to Sublessor the amount of such underpayment or, Sublessor shall pay to Sublessee the amount of such overpayment. If Sublessor shall be responsible for any Additional Charges due under the Main Lease which is not attributable to Sublessee's use or occupancy of the Premises, no such Additional Charges shall be payable by Sublessee, including, without limitation, Additional Charges incurred as a result of Sublessor's failure to provide Lessor with timely payment of Rent. All Rent payments, Operating Expenses and Additional Charges shall be made payable to Sublessor at the address set forth in the records maintained pursuant Section 26 of this Sublease Agreement, or at such place as may be designated by Sublessor. Fixed Rent and Additional Charges shall be paid to Section 19 Sublessor in lawful money of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds United States at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as of Sublessor set forth in Exhibit D attached hereto Section 26 of this Agreement, or to such other person and/or at such other address as Sublessor may be amended from time to time as provided in the Leasedesignate by written notice to Sublessee. In addition, to the extent permitted No payment by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing receipt by Sublessor or Sublessee under of any lesser amount than the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer amount stipulated to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments be paid hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.deemed other than on account

Rent. Sublessee shall pay to the order of Sublessor, as The rent reserved under this Sublease for the Equipment, a semiannual Rental Payment equal to Term hereof shall be and consist of: (a) the amount Fixed Rent payable by Sublessor under beginning on the LeaseRent Commencement Date in Monthly Fixed Rent installments as specified in Paragraph 1(e) of this Sublease in advance, on the dates and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee and every calendar month during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds ; plus (b) such additional rent (“Additional Rent”) in an amount sufficient equal to make the Expense Adjustment Amount, all Payments charges for services and utilities supplied by Sublessor hereunder, and any other charges as shall become due and payable by Subtenant hereunder whether or not the same is designated as Additional Rent, including, without limitation, the reasonable expenses incurred by Sublessor in the enforcement (after default by Subtenant hereunder beyond applicable cure periods) of any of the agreements, covenants, or obligations under this Sublease and including reasonable legal fees that may accrue (after default by Subtenant hereunder beyond applicable cure periods) in the event suit for rent or dispossess proceedings are necessary to obtain the possession of the Subleased Premises or to collect the rent; which Additional Rent shall be payable as hereinafter provided. All rent due and payable by Subtenant hereunder shall be paid promptly when due, without notice or demand therefor, and without deduction, abatement, counterclaim or setoff of any amount or for any reason whatsoever. All Additional Rent and other charges payable hereunder, which are not due and payable on a monthly basis during the Lease Term Term, unless otherwise specified herein, shall be due and payable within thirty (30) days of delivery by Sublessor to Subtenant of notice to pay the same. Fixed Rent and Additional Rent shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth at the head of this Sublease or to such other person and/or at such other address as Sublessor may from time to time designate by notice to Subtenant. No payment by Subtenant or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on account of the earliest stipulated Fixed Rent or Additional Rent; nor shall any endorsement or statement on any check or letter be deemed an accord and satisfaction, and Sublessor may accept any check or payment without prejudice to Sublessor’s right to recover the balance due or to pursue any other remedy available to Sublessor. Any provision in the Main Lease can referring to Fixed Rent or Additional Rent incorporated herein by reference shall be obtaineddeemed to refer to the Fixed Rent and Additional Rent due under this Sublease, except as may otherwise be expressly provided herein. Sublessee currently intends If, in the event of a casualty or condemnation, Sublessor is entitled to do all things lawfully within its power a rent abatement pursuant to obtain and maintain funds from which Paragraphs 10 or 26 of the Payments may Main Lease, Subtenant shall be made. Sublessee hereby acknowledges its obligations entitled to make payments a proportionate abatement in the Fixed Rent due under all this Sublease, provided that Subtenant’s possession of the various circumstances described aboveSubleased Premises is affected by such casualty or condemnation.

Rent. Sublessee shall pay to the order of SublessorSublessor as Rent, as rent for the Equipmentwithout deduction, a semiannual Rental Payment equal to the amount payable by Sublessor under the Leasesetoff, on the dates and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessornotice or demand, at The Scripps Research Institute, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Road, La Jolla, CA 92037, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee such other place as Sublessor shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended designate from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting written notice to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before paid on the first day of each fiscal month of the Term, Sublessor’s current actual rental rate per the Master Lease, estimated to be the amount of $4.31 per rentable square feet (“RSF”) times the 5,620 rentable square feet of the Premises, as of the Commencement Date of the Sublease, which rental rate shall increase by Sublessor’s actual increased rental rate per the Master Lease as of the first day of November of each year of Sublessee during the Lease Term. Sublessee shall pay to Sublessor upon execution of this Sublease, and Sublessee’s receipt of a letter from Lessor consenting to this executed Sublease, $24,222.20 as Rent for the first month of the Term. If the Term begins on a day other than the first day of a month, the Rent for the partial months shall be prorated on a per diem basis based on the actual number of days in the month in which the Sublease commences. Additional provisions: · Sublessee shall also deposit with Sublessor $24,222.20 as a security deposit (“Security Deposit”), in the form of cash or check, at the sole discretion of Sublessee, upon execution of this Sublease and Sublessee’s receipt of a letter from the Lessor consenting to this executed Sublease. The Security Deposit shall be held by Sublessor as security for the performance of Sublessee’s obligations under this Sublease. The Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Sublessor is entitled under the provisions of this Sublease) shall be returned to Sublessee within sixty (60) days after the expiration or earlier termination of this Sublease. If Sublessor transfers its interest in this Sublease, Sublessor shall either (1) transfer any Security Deposit then held by Sublessor to a person or entity assuming Sublessor’s obligations or (2) return to Sublessee any Security Deposit then held by Sublessor and remaining after any deductions permitted under this Sublease. · During the Term, Sublessee will provide Lessor with an Appropriation Certificate shall pay to Sublessor its pro-rata share, on a direct pass through basis as charged to Sublessor by Lessor, of all operating expense costs charged to Sublessor under the Master Lease. For purposes of clarification, the parties mutually agree that Sublessee’s pro-rata share (i.e., the proportional share the Premises bears to the Master Premises) shall be set at 26.83% of the total cost of the above-referenced operating expenses charged to Sublessor under the Master Lease. One twelfth (1/12) of the annualized amounts owed by Sublessee under this section for this Sublease operating costs shall be paid to Sublessor on the first day of each month during the Term. · Sublessor shall be entitled to use all or any portion of the Security Deposit, as reasonably necessary, to (i) cure Sublessee’s default in the form attached hereto payment of Rent, operating expenses, and/or any other amounts due under this Sublease; (ii) repair any damage or loss, excluding ordinary wear and tear, caused or contributed to by Sublessee or its invitees; (iii) clean the Premises, if necessary to return the Premises to the condition it was in prior to Sublessee occupying the Premises, upon the expiration or termination of this Sublease; and/or (iv) replace or restore furnishings, fixtures, equipment or other appurtenances other than due to normal wear and tear as Exhibit G. a result of Sublessee’s use of the Premises. The Security Deposit shall not be used by Sublessee reasonably believes that legally available funds in lieu of payment of the last months’ Rent. If all or any portion of the Security Deposit is used by Sublessor as permitted hereunder during the Term, Sublessee agrees to pay to Sublessor an amount sufficient to make all Payments during reinstate the Lease Term of this Sublease and Security Deposit to its original amount within five (5) days after receiving Sublessor’s written notice to reinstate such Security Deposit. In addition, no interest will be paid on the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described aboveSecurity Deposit.

Rent. Sublessee shall pay to the order of Sublessor, as Sublessor rent for the Equipment, a semiannual Rental Payment Subleased ---- Premises equal to the amount all rent payable by Sublessor under the Prime Lease (excluding rent payable pursuant to Rider No. 2 of the Prime Lease, on ) multiplied by a fraction with the dates and numerator being the number of rentable square feet in the amounts as set forth in Exhibit D attached hereto Subleased Premises and the denominator being the total number of rentable square feet of the Premises under the Prime Lease (such payment due dates are referred excluding space leased pursuant to herein as Rider No. 2 of the Prime Lease) ("Sublease Payment DatesSublessee's Share"). Sublessee's Share of base rent payable to Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee shall be due and the monthly sum of $31,291.30 payable in advance on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year month, commencing with the first payment on _____________, 1999 and continuing on the first day of Sublessee each calendar month thereafter until September 1, 1999, on which date such monthly sum shall be increased to $32,982.72 and such sum shall be payable to Sublessor on the first day of each calendar month thereafter without demand so long as this Sublease remains in effect. The rent due for any fractional month during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term term of this Sublease and shall be prorated based on the Lease can be obtainednumber of days in such month. Sublessee currently intends shall pay as additional rent Sublessee's Share of operating expenses and any other payment of rent or other payments required to do all things lawfully within its power be made by Sublessor under the terms of the Prime Lease. Additionally, Sublessee agrees to obtain pay to Sublessor an amount equal to Sublessee's Share of Sublessor's total expenses for security services incurred with respect to the Premises under the Prime Lease. The initial monthly payment for security services shall be $2,841.59. Such sum shall be payable on the due date of the first monthly installment of rent payable to Sublessor under this Sublease and maintain funds security expenses for fractional months shall be prorated. Upon any change in the cost of security services, Sublessor shall notify Sublessee of such change and Sublessee shall pay Sublessee's Share of such revised amount from which the Payments may be madedate of change in the cost of such services and Sublessee shall pay to Sublessor the revised monthly amount for security services. All sums payable by Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described aboveSublessor pursuant to this Paragraph 3 are hereinafter referred to as "rent."

Rent. Sublessee The “minimum” or “base” rent, additional rent, operating costs, and other income from the Property (other than percentage rents) collected by Seller from tenants under the Leases for the calendar month in which the Closing occurs shall pay be prorated on the basis of the number of days of such month the Property will have been owned by Purchaser and Seller, respectively. However, there shall be no proration of any such rent or other charges which are delinquent as of the Closing Date. Rather, Purchaser shall cause any such delinquent rent and charges for the period prior to the order of SublessorClosing to be remitted to Seller if, as and when collected, provided that, upon Purchaser’s receipt of such delinquent rent for the Equipmentand charges, such tenant is, or after application of a semiannual Rental Payment equal to the amount payable by Sublessor portion of such payment will be, current under the Lease, on the dates and such Lease in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make of all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee shall be accrued rental and other charges that become due and payable on the date of Closing or thereafter. At Closing, Seller shall deliver to Purchaser a schedule of all such delinquent rent and such other charges. Purchaser shall include the amount of delinquent rent and charges in the first bills thereafter submitted to the tenants in question after the Closing, and shall continue to do so for three (3) months thereafter. Purchaser shall promptly deliver to Seller a copy of each Sublease Payment Datesuch ▇▇▇▇ submitted to tenants. After such three (3) month period, which date Seller may pursue remedies directly against delinquent tenants (but may not ▇▇▇ to evict or otherwise dispossess tenants), provided that Seller shall be fifteen not initiate or pursue any remedies against (15i) days any delinquent tenant or (ii) any tenants and other parties under certain easement or other agreements who are delinquent in paying Reimbursements (hereinafter defined) (“Reimbursement Parties”) unless (A) the aggregate amount of delinquencies owed to Seller from all tenants of the Property (the “Tenant Delinquencies”) and the amount of delinquent Reimbursements owed to Seller from all Reimbursement Parties (the “Reimbursement Delinquencies”) collectively are in excess of $50,000.00 (the “Minimum Collection Amount”), and (B) Seller indemnifies Purchaser for any claims or liabilities arising or accruing for periods prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee Closing under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in with any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]]tenant.[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.

Rent. Sublessee shall pay Beginning on the Commencement Date, but subject to the order of SublessorAbated rent Period described above, as rent for Subtenant agrees to pay the Equipment, a semiannual Rental Payment equal Annual Fixed Rent set forth in Section 1(L) to the amount payable Payee specified in Section 1(M), by Sublessor under ACH transfer in accordance with the Leaseinstructions provided in Section 1(O)), on the dates or to such other payee or at such other address as may be designated by notice in writing from Sublandlord to Subtenant, without prior demand therefor and without any deduction or set off whatsoever (except as expressly set forth herein or in the amounts Prime Lease as incorporated herein). Annual Fixed Rent shall be paid in monthly installments (as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"Section 1(L). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth ) in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable advance on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year month of Sublessee during the Lease Term after the Commencement Date. Annual Fixed Rent shall be pro-rated for any partial calendar month at the beginning and end of the Term, Sublessee will provide Lessor with an Appropriation Certificate for All charges, costs and sums required to be paid by Subtenant under this Sublease in addition to Annual Fixed Rent, shall be deemed “Additional Rent” and Annual Fixed Rent and Additional Rent shall hereinafter collectively be referred to as “Rent”. Subtenant’s covenant to pay Rent shall be independent of every other covenant in this Sublease. Any amount due from Subtenant to Sublandlord under this Sublease that is not paid when due shall bear annual interest from the form attached hereto due date at the lesser of (i) three percent (3%) above the prime rate as Exhibit G. Sublessee reasonably believes that legally available funds reported in an amount sufficient The Wall Street Journal on the date closest to the date such payment was required to be made hereunder and (ii) the highest legal rate permitted under the laws of the Commonwealth of Massachusetts (the “Interest Rate”), such interest to accrue from the date due until paid unless otherwise specifically provided herein, but the payment of such interest shall not excuse or cure any default by Subtenant under this Sublease. Notwithstanding the foregoing, Sublandlord agrees to waive the payment of interest as provided in the immediately preceding sentence with respect to the first late payment of Rent during any twelve-month period. Sublandlord shall also be entitled, on account of a failure by Subtenant to make all Payments any payment of Rent when due (except with respect to a first late payment of Rent during any twelve-month period), to charge as Additional Rent a fee equal to five percent (5%) of the Lease Term of this Sublease amount due as compensation for Sublandlord’s administrative costs in investigating and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described abovecollecting such late payment.

Rent. Sublessee 4.1 Commencing on the Commencement Date and prorated to the first day of the following calendar month, if applicable, and on the first day of each month thereafter, Tenant shall pay to the order of Sublessor, as rent for the Equipment, a semiannual Rental Payment equal to Base Rent in the amount payable stated in Section 1.4, in advance without notice (all amounts, including Base Rent, to be paid by Sublessor under Tenant pursuant to this Lease as the Lease, on the dates and in the amounts as set forth in Exhibit D attached hereto (such payment due dates context requires are sometimes referred to herein collectively as "Sublease Payment DatesRent[s]"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to LessorRents shall be paid without set off, abatement, or to the assignee of Lessor, if anydiminution, at the address set forth office of Landlord in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment DateLoveland, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment DateColorado, in immediately available funds or at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments such other place as set forth in Exhibit D attached hereto may be amended Landlord from time to time designates in writing. The Rent Commencement Date and the Tenant's Rent obligations and other obligations under this Lease will not be delayed or extended as a result of Tenant Delays. 4.2 Tenant understands and agrees that this Lease is a total net lease (a "net, net, net lease") whereby Tenant has the obligation to pay or reimburse to Landlord, all costs and expenses (including, without limitation, the costs and expenses outlined in Sections 6, 7, 8 and 9 of this Lease) incurred by Landlord as a result of Landlord's ownership and operation of the Leased Premises, except as expressly provided otherwise herein. Landlord shall not be responsible for payment of any taxes, insurance, maintenance, repairs, capital improvements (following Completion of the initial Base Building Improvements), utilities or other expenses associated with the ownership, maintenance or operation of the Leased Premises. Landlord and Tenant further agree that any reimbursements owing by Tenant to Landlord pursuant to the terms of this Lease shall constitute additional rent due under the terms of this Lease. 4.3 In the event Tenant does not fully utilize the Tenant Improvement Allowance granted to Tenant pursuant to the Development Agreement, and if allowed by Landlord's Construction Lender, Landlord shall grant Tenant a credit against any Rent due hereunder in an amount equal to the Lease. In additionunused Tenant Improvement Allowance, only to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. SublesseeLandlord's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]]Construction Lender.[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.

Rent. Sublessee Sub-Sublandlord shall be responsible for the timely payment of Base Monthly Rent and Additional Rent under the Sublease and otherwise complying with the obligations of Sub-Sublandlord under the Sublease before and during the Sub-Sublease Term. Sub- Subtenant shall pay to Sub-Sublandlord the order of Sublessorfollowing as Sub-Sublease rent hereunder: 5. Sublease Term Rent; Rent Commencement Date. Beginning on the Sub- Sublease Rent Commencement Date, and continuing during the Sub-Sublease Term, Sub- Subtenant shall pay to Sub-Sublandlord, as sublease rent for the Equipment, a semiannual Rental Payment equal to the amount payable by Sublessor under the Lease, on the dates (“Monthly Sub-Sublease Rent”) and in lieu of the amounts as Base Monthly Rent set forth in Exhibit D attached hereto the Sublease, in lawful money of the United States of America, without any deduction, offset, prior notice or demand, in advance on the first business day of each month of the Sub-Sublease Term from the Sub-Sublease Rent Commencement Date through the Sublease Expiration Date, the amount of $[**] (such payment due dates are referred to herein based on a rental rate of $[**] per rentable square foot of the Subleased Premises), plus Sub-Subtenant’s Share (as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor defined below) of Additional Rent (as defined in the Sublease) required under the Lease directly to Lessor, or Sublease with respect to the assignee Subleased Premises in and for the Sublease Term, excluding only utility usage and janitorial services, any late fees, damages or penalties arising from Sublandlord’s breach of Lessorthe Master Lease (other than those, if any, at resulting from Subtenant’s failure to comply with this Sublease), and except as otherwise provided in this Sublease. Sub-Sublandlord shall provide Sub-Subtenant any documentation actually received by Sub-Sublandlord with respect to such Additional Rent amounts and will reasonably cooperate to obtain any other documentation reasonably requested by Sub-Subtenant with respect to such Additional Rents. Notwithstanding anything to the address set forth contrary contained in this Sub-Sublease, Sub-Subtenant’s obligation for payment of Monthly Sub-Sublease Rent shall be conditionally abated for each of the initial [**] ([**]) full calendar months of the Sub-Sublease Term by [**] percent ([**]%) (“Abatement”), provided that in the records maintained pursuant to Section 19 event of the Lease. Rental Payments termination of this Sub-Sublease due to Lessor from Sublessee a breach by Sub-Subtenant under this Sub-Sublease, then, in addition to all other rights and remedies of Sub-Sublandlord, the amount of Monthly Sub- Sublease Rent theretofore so conditionally abated shall be immediately due and payable on each in full to Sub-Sublandlord (“Inducement Recapture”) and Sub-Subtenant shall not be entitled to any further conditional abatement of Monthly Sub-Sublease Payment Date, which date Rent hereunder. Such abatement shall be fifteen (15) days prior apply to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee Monthly Sub-Sublease Rent only and shall pay when due to Sublessor or to Lessor, as the case may be, such not relieve Sub-Subtenant of any other amounts from time to time as are due and owing by Sublessor or Sublessee obligations under the Lease or this Sublease, Sub-Sublease including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "obligation to pay Additional Payments")Rent hereunder. The term "Payments", as As used herein, “Sub-Sublease Rent Commencement Date” shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in mean the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.Sub-

Rent. (A) Throughout the Term of this Sublease, Sublessee shall pay monthly rent ("Rent") to Sublessor, which Rent is comprised of Basic Rent (as hereinafter defined) and Additional Rent (as hereinafter defined), in the following amounts: (I) Commencing on the later of (A) the thirtieth (30 the) day following the Commencement Date and (B) the date upon which Tenant substantially completes Sublessee's Initial Improvements and receives a certificate of occupancy for the Subleased Premises, but in no event later than April 15, 1999, Sublessee shall pay Sublessor an initial monthly basic rent ("Basic Rent") for the Subleased Premises in the amount of Two and 35/100 Dollars ($2.35) per rentable square foot. During the Term of this Sublease, the monthly Basic Rent shall increase annually in accordance with the following schedule: Monthly Basic Rent Month of Sublease Term Per Rentable Square Foot ------------------ ----------------------- 1-12 $2.35 13-24 $2.65 25-36 $2.90 37-48 $3.00 49-60 $3.10 61-expiration $3.20 (II) In addition to Basic Rent, commencing upon the Commencement Date, Sublessee shall pay to the order Sublessor as additional rent ("Additional Rent") Sublessee's pro rata share ("Sublessee's Pro-Rata Share") of Sublessor, as rent expenses incurred by Sublessor with respect to operating expenses for the Equipment, a semiannual Rental Payment equal to the amount payable by Sublessor under the Lease, on the dates and in the amounts as set forth in Exhibit D attached hereto Premises (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 costs incurred for utilities, building security and 9 hereof janitorial services), common area maintenance costs, taxes and assessments, costs of insurance procured by Master Lessor or Sublessor pursuant to Paragraph 12 of the Master Lease, and any late charges due and owing under all additional expenses payable by Sublessor to Master Lessor pursuant to the Lease or this Sublease (Master Lease. Except to the extent included in Sublessee's pro rata share of expenses payable by Sublessor to Master Lessor pursuant to the Master Lease, "Additional Payments"). The term "Payments"Rent" shall not include and Sublessee shall not have any obligation to pay for the following: (a) costs occasioned by the gross negligence, as used hereinwillful misconduct or violation of any law by Sublessor or any other occupant of the Premises (other than Sublessee) or their respective agents, shall refer employees or contractors; (b) costs to Rental Payments and Additional Payments. correct any construction defect in the Premises or to remedy any violation of any CC&Rs or law applicable to the Premises, which violation exists on the Commencement Date; (c) leasing commissions; (d) costs of any renovation, improvement, painting or redecorating of any portion of the Premises not made available for Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described exclusive or non-exclusive use; (e) costs incurred in connection with the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials presence of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures includetoxic or hazardous substances (including, without limitation, asbestos and "PCB's") which are now or hereafter become regulated by any governmental authority or agency thereof ("Hazardous Materials"), except to the levy extent caused by Sublessee or its agents, employees, contractors or invitees; (f) interest, charges and fees incurred on Sublessor's debt; and (g) costs which could properly be capitalized under generally accepted accounting principles, except to the extent amortized over the useful life of ad valorem the capital item in question. Sublessor and Sublessee hereby agree that Sublessee's Pro-Rata Share shall be the quotient derived by dividing the number of rentable square feet of the Subleased Premises by 133,500. To the extent that Sublessor notifies Sublessee that any items constituting Additional Rent are due and payable under the Master Lease on a monthly basis, such Additional Rent shall be paid by Sublessee to Sublessor as and when Basic Rent is paid. To the extent that such items constituting Additional Rent are billed from time to time to Sublessor by Master Lessor, such Additional Rent shall be paid by Sublessee to Sublessor within seven (7) days after Sublessee's receipt from Sublessor of an invoice therefor, and Sublessor shall thereupon promptly remit such Additional Rent to Master Lessor. Notwithstanding the foregoing, Sublessee shall not be required to pay any Additional Rent or perform any obligation that is (i) fairly allocable to any period of time prior to the Commencement Date or to any period after the expiration or sooner termination of this Sublease or (ii) payable as a result of a default by Sublessor of any of its obligations under the Master Lease, which default is not caused by Sublessee. In addition, Sublessee shall not be required to pay for any portion of taxes set forth in Paragraph 13 of the Master Lease levied or assessed on (i) the value of any leasehold improvements, alterations or additions made by or for the account of Sublessor or (ii) the value of Sublessor's personal property located on the Premises, unless such leasehold improvements, alterations, additions or personal property are used for the benefit of, or available for the non-exclusive use of, Sublessee. (B) Except that the first installment of Rent shall be paid upon all execution of this Sublease, Rent shall be payable to Sublessor in lawful money of the taxable property within SublesseeUnited States, in advance, without limitation as to rate prior notice, abatement, demand, or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On offset, on or before the first day of each fiscal year of Sublessee calendar month during the term hereof. If any rental period does not constitute a full calendar month, then Rent for that month shall be prorated on a daily basis based upon the calendar month. All Rent shall be paid to Sublessor at the address specified for notice to Sublessor in SECTION 22, below, or at such other place as Sublessor may designate by notice to Sublessee. (C) In the event of any damage, casualty, or condemnation affecting the Subleased Premises, Rent payable by Sublessee shall be abated hereunder, but only to the extent that rent under the Master Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described aboveis abated.

Rent. Sublessee The SUBLESSEE shall pay annual rent equal to Lessor's actual cost of operation of the order Van Vleet Building, including 98% of Sublessoractual cost of utilities of the Van Vleet Building, as shown on Exhibit C hereto. The initial annual rent for shall be estimated and divided into twelve (12) equal monthly installments. Such rent shall be payable on the EquipmentEffective Date and the first day of each month thereafter during the term of this Sublease without demand or offset, except as stated herein. The rental amount will be adjusted every quarter, starting July 1, 2005, in accordance with this Section 2 to reflect a semiannual Rental Payment rent equal to the amount payable by Sublessor under the Lease, on the dates and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 LESSOR's actual cost of the Lease. Rental Payments due to Lessor from Sublessee shall be due operation of the Van Vleet Building and payable on each Sublease Payment Date98% of the building's utilities, which date shall be in accordance with Exhibit C. Within fifteen (15) days after June 30, 2005 and each quarter thereafter, SUBLESSOR shall submit to SUBLESSEE a statement of actual costs of operation for such quarter. If the actual costs exceed the rent paid for such period, then SUBLESSEE shall remit such difference to SUBLESSOR within fifteen (15) days after receipt of the statement. If the rent paid exceeds the actual costs, then SUBLESSOR shall apply such difference as a credit on the next rental payment. Any remaining rental credits outstanding at the termination of this Sublease shall be forfeited to SUBLESSOR unless LESSOR shall exercise its rights to terminate the Lease and SUBLESSEE shall lose any rights afforded it hereunder prior to the corresponding Master Lease Payment Dateexpiration of the Term. Additionally, in immediately available funds at after the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in receipt of the statement, SUBLESSOR shall adjust the rental amount to be paid each subsequent month such that the monthly payment is equal to one-twelfth (1/12) of the actual cost of operation on an annualized basis and Exhibit D attached hereto may C shall be amended from time to time as provided accordingly. "Actual cost of operation" shall mean all the costs and expenses paid or incurred by or on behalf of LESSOR in owning, maintaining, operating and repairing the Lease. In additionPremises and the building in which the Premises are located, including but not limited to the extent permitted by lawcosts of capital improvements to the building, Sublessee shall pay when due to Sublessor or to Lessordepreciation charges, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants thatcustodial services, if such appropriation is not in any such budgetany, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunderutilities, elevator maintenance, pest control services, steam boiler inspection, hot water boiler inspection, chiller maintenance, trash disposal, lighting and Sublessee will notify Lessor other building maintenance and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]]repair costs.[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.

Rent. Sublessee shall pay to On the order of Sublessor, as rent for the Equipment, a semiannual Rental Payment equal to the amount payable by Sublessor under the date that Lessee executes this Lease, Lessee shall deliver to Lessor the original executed Lease, the Security Deposit, and all insurance certificates evidencing the insurance required to be obtained by Lessee under Paragraph 12 of this Lease. Lessee agrees to pay Lessor, without prior notice or demand, or abatement, offset, deduction or claim, except as otherwise provided herein, the Base Rent described on Page 1, payable in advance at Lessor's address shown on Page 1 on the dates and in first day of each month throughout the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 term of the Lease. Rental Payments due In addition to the Base Rent set forth on Page 1, Lessee shall pay Lessor in advance and on the first (1st) day of each month throughout the term of this Lease (including any extensions of such term), as additional rent Lessee's share, as set forth on Page 1, of Operating Expenses, Tax Expenses, Common Area Utility Costs, administrative expenses and Utility Expenses, as specified in Paragraphs 6.A., 6.B., 6.C. and 7 of this Lease, respectively. Additionally, Lessee shall pay to Lessor from Sublessee as additional rent hereunder, within thirty (30) days after Lessor's written demand therefore (which demand may be made by delivery of a ▇▇▇▇ or statement to Lessee), any and all out-of-pocket costs and expenses incurred by Lessor to enforce the provisions of this Lease, including, but not limited to, costs associated with any proposed assignment or subletting of all or any portion of the Premises by Lessee, costs associated with the delivery of notices, delivery and recordation of notice(s) of default, reasonable attorneys' fees, expert fees, court costs and filing fees (collectively, the "Enforcement Expenses"). The term "Rent" whenever used herein refers to the aggregate of the Base Rent, Lessee's share of Operating Expenses, Tax Expenses, Insurance Expenses, Administrative Expenses and Utility Expenses, Enforcement Expenses and all other amounts described herein as "additional rent.". If Lessor permits Lessee to occupy the Premises without requiring Lessee to pay rental payments for a period of time, the waiver of the requirement to pay rental payments shall only apply to waiver of the Base Rent and Lessee shall otherwise perform all other obligations of Lessee hereunder, including, but not limited to paying to Lessor any and all amounts considered additional rent, such as Lessee's share of Operating Expenses, Tax Expenses, Common Area Utility Costs, Utility Expenses, and administrative expenses. If, at any time, Lessee is in default of or otherwise breaches any term, condition or provision of this Lease, any such waiver by Lessor of Lessee's requirement to pay rental payments shall be due null and payable on each Sublease Payment Date, which date void and Lessee shall be fifteen (15) days prior immediately pay to the corresponding Master Lease Payment Date, in immediately available funds at the address specified Lessor all rental payments waived by Lessor. Sublessee's periodic obligation The Rent for Rental Payments as set forth in Exhibit D attached hereto may any fractional part of a calendar month at the commencement or termination of the Lease Term shall be amended from time to time as provided a prorated amount of the Rent for a full calendar month based upon the actual days in the Leasemonth. In addition, to The prorated Rent shall be paid on the extent permitted by law, Sublessee shall pay when due to Sublessor or to LessorCommencement Date and the first day of the calendar month in which the date of termination occurs, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.

Rent. Sublessee On the date that Lessee executes this Lease, Lessee shall pay deliver to Lessor the order of Sublessororiginal executed Lease, as rent the Base Rent (which shall be applied against the Rent payable for the Equipmentfirst month Lessee is required to pay Base Rent), a semiannual Rental Payment equal the Security Deposit, the Cleaning Deposit, and all insurance certificates evidencing the insurance required to be obtained by Lessee under Paragraph 12 of this Lease. Lessee agrees to pay Lessor, without prior notice or demand, or abatement, offset, deduction or claim, the amount Base Rent described on Page 1, payable by Sublessor under the Lease, in advance at Lessor's address shown on Page 1 on the dates and in first day of each month throughout the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 term of the Lease. Rental Payments due In addition to the Base Rent set forth on Page 1, Lessee shall pay Lessor in advance and on the first (1st) day of each month throughout the term of this Lease (including any extensions of such term), as additional rent Lessee's share, as set forth on Page 1, of Increases in Operating Expenses, Increases in Tax Expenses, Increases in Common Area Utility Costs, administrative expenses, Trash and Water Charge and Utility Expenses, as specified in Paragraphs 6.A., 6.B., 6.C. and 7 of this Lease, respectively. Additionally, Lessee shall pay to Lessor from Sublessee as additional rent hereunder, immediately on Lessor's demand therefore, any and all costs and expenses incurred by Lessor to enforce the provisions of this Lease, including, but not limited to, costs associated with any proposed assignment or subletting of all or any portion of the Premises by Lessee, costs associated with the delivery of notices, delivery and recordation of notice(s) of default, attorneys' fees, expert fees, court costs and filing fees (collectively, the "Enforcement Expenses"). The term "Rent" whenever used herein refers to the aggregate of all these amounts. If Lessor permits Lessee to occupy the Premises without requiring Lessee to pay rental payments for a period of time, the waiver of the requirement to pay rental payments shall only apply to waiver of the Base Rent and Lessee shall otherwise perform all other obligations of Lessee hereunder, including, but not limited to paying to Lessor any and all amounts considered additional rent, such as Lessee's share of Increases in Operating Expenses, Increases in Tax Expenses, Increases in Common Area Utility Costs, Trash and Water Charge, Utility Expenses, and administrative expenses. If, at any time, Lessee is in default of or otherwise breaches any term, condition or provision of this Lease, any such waiver by Lessor of Lessee's requirement to pay rental payments shall be due null and payable on each Sublease Payment Date, which date void and Lessee shall be fifteen (15) days prior immediately pay to the corresponding Master Lease Payment Date, in immediately available funds at the address specified Lessor all rental payments waived by Lessor. Sublessee's periodic obligation The Rent for Rental Payments as set forth any fractional part of a calendar month at the commencement or termination of the Lease term shall be a prorated amount of the Rent for a full calendar month based upon a thirty (30) day month. The prorated Rent shall be paid on the Commencement Date and the first day of the calendar month in Exhibit D attached hereto may be amended from time to time as provided in which the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessordate of termination occurs, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.

Rent. Sublessee a. Except as otherwise expressly provided in this Sublease, commencing on and as of the Commencement Date, and continuing throughout the term of this Sublease, Subtenant shall pay to the order of SublessorTenant, as rent, base rent (the "BASE RENT") in accordance with the schedule set forth below as part of this subsection. Unless Tenant instructs Subtenant otherwise in writing, Subtenant shall make such payments in advance on or before the first (1st) day of the month. Subtenant shall make such payments without notice, demand, abatement, deduction, counterclaim, or setoff. BASE RENT SCHEDULE Notwithstanding the foregoing, Subtenant shall be entitled to an abatement of Base Rent for sixty (60) days following the Equipment, a semiannual Rental Payment equal Commencement Date. b. Electrical service supplied to the Premises for normal office usage is included as part of Base Rent. In the event Subtenant shall use electricity in excess of normal office usage, as reasonably determined by Tenant, Subtenant shall pay to Tenant the cost of such excess service within thirty (30) days after Tenant has delivered to Subtenant an invoice therefor. As used in this subsection 5(b), "normal office usage" shall mean usage of electricity by Subtenant as the same occupant density as in Tenant's Premises and for office operations and equipment substantially similar to Tenant's office operations and equipment. Tenant may determine the amount payable of such additional consumption by Sublessor under the Lease, on the dates and a survey of standard or average tenant usage of electricity in the amounts as set forth Tenant's Premises performed by a reputable consultant selected by Tenant and reasonably approved and paid for by Subtenant. c. Under this Sublease, payments of Base Rent constitute payments of rent. Any other payments that are required to be paid by Subtenant to Tenant under this Sublease shall be deemed to be additional rent payable hereunder by Subtenant to Tenant, and shall, unless otherwise expressly provided in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessorthis Sublease, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Datethe later to occur of that date (i) which is ten (10) days after Subtenant's receipt of an invoice therefor from Tenant, or (ii) on which date the next payment by Subtenant of Base Rent is due. d. The late payment provisions of the Main Lease shall apply to any payments that are deemed hereunder to be rent and that arrive later than the last day on which rent may be paid by Tenant under the Main Lease without incurring a late payment penalty or other charge of any kind under the Main Lease. e. Base Rent for the first month of the term shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or paid upon execution of this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under . If the Lease or term of this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under begins or ends on any day other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before than the first day of each fiscal year of Sublessee during the Lease Terma calendar month, Sublessee will provide Lessor with an Appropriation Certificate for then all amounts to be paid by Subtenant to Tenant under this Sublease for the resulting fractions of a full calendar month shall be prorated on a per diem basis. f. Except as otherwise expressly provided in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient this Sublease, all payments to make all Payments during the Lease Term of be made by Subtenant pursuant to this Sublease shall be made to Tenant in United States legal tender and the Lease can be obtained. Sublessee currently intends addressed to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described aboveLiberty Mutual Insurance Company, Attn: Senior Manager, Financial Analysis, Corporate Real Estate, Mail Stop 01F, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

Rent. Sublessee Except as provided in subparagraph (b) below, Seller shall pay or credit to Purchaser at the order of Sublessor, as rent Closing (A) all Rent due under the Leases for the Equipmentcalendar month in which the Closing occurs, prorated for the number of days during such calendar month from, including and after the Closing, and (B) all prepaid and overpaid Rent paid by Tenants, if any. (a) At Closing, Seller shall provide Purchaser with a semiannual Rental Payment equal statement detailing all payments of Additional Rent for the calendar year in which Closing occurs and a statement detailing the actual Additional Rent expenditures incurred by Seller prior to the amount payable Closing on which such Additional Rent payments are based. Purchaser shall prepare and send to Tenants all operating statements and data required by Sublessor under the Lease, on and Seller shall cooperate and assist Purchaser in preparing same as may be reasonably required and requested by Purchaser. Within sixty (60) days after the dates Closing Date Seller and in Purchaser shall recalculate the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, proration that would have been made at the address set forth in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee shall be due Closing based on such actual amounts, and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor Seller or to LessorPurchaser, as the case may be, shall make an appropriate payment to the other based on such other recalculation within ten (10) days of written demand therefor. Notwithstanding the foregoing, in the event a Tenant presents evidence reasonably sufficient to establish that such Tenant is entitled under its Lease to a refund of overpaid Additional Rent attributable to periods prior to the Closing Date then Seller shall reimburse Purchaser for such amount within ten (10) days of written demand therefor unless such amounts were credited to Seller at Closing. (b) After the Closing, Purchaser shall ▇▇▇▇ Tenants for all unpaid Rents for any period prior to the Closing due from time such Tenants, provided that Purchaser shall have no obligation to time as are institute litigation, commence eviction proceedings or terminate a Lease in connection with any such collections or to continue to ▇▇▇▇ Tenants for more than sixty (60) days after the Closing. Any Rents due and owing Seller before the Closing by Sublessor Tenants that is unpaid at the Closing, are herein called “Delinquent Rents”. There shall be no cash credit to Seller at Closing on account of any Delinquent Rents, but following Closing, rental and other payments received by Purchaser or Sublessee under Seller from Tenants shall be first applied toward the Lease 400 ▇. ▇▇▇▇▇▇▇▇▇ PSA 16 actual out-of-pocket costs of collection paid to parties other than the managing agent of the Property, then such Rents shall be applied first toward the payment of rent and other charges then currently owed to Purchaser or this Sublease, including, without limitation, those amounts payable under Sections 8 which will become due to Purchaser within fifteen (15) days after receipt thereof and 9 hereof and any late charges second to the payment of Delinquent Rents due and owing under the Lease or this Sublease to Seller. (the "Additional Payments"). c) The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term provisions of this Sublease and Section 6.2 shall survive the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described aboveClosing.

Rent. Sublessee shall pay to the order of Sublessor, as 4.1. The rent payable by Subtenant for the EquipmentSublease Premises shall consist of the Base Rent under Section 4.2, a semiannual Rental Payment equal to plus the amount Pass Through Costs under Section 4.3, plus the Other Charges under Section 4.4. Base Rent, Pass Through Costs, Other Charges and any other sums payable by Sublessor Subtenant under the Lease, on the dates and in the amounts as set forth in Exhibit D attached hereto (such payment due dates this Sublease are collectively referred to herein as "Sublease Payment Dates")“Rent”. Sublessor hereby directs Sublessee Subtenant’s covenant to pay Rent shall be independent of every other covenant in this Sublease. Subtenant shall make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 of the Lease. Rental Payments payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, Sublandlord in immediately available funds funds, either payable at Sublandlord’s address for notice stated above, or by ACH or wire transfer to an account designated by Sublandlord, at Subtenant’s option. 4.2. Beginning on the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due Commencement Date and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before continuing thereafter on the first day of each fiscal year of Sublessee calendar month during the Lease Sublease Term, Sublessee Subtenant shall pay to Sublandlord in advance, and without notice, demand, deduction or offset except as otherwise expressly set forth herein, the monthly Base Rent specified in Section 1.7. If the Commencement Date is a day other than the first day of a calendar month, the Base Rent for the month in which the Commencement Date occurs will provide Lessor be prorated, based on a thirty (30) day month. Subtenant shall pay the monthly installment of Rent payable for the first full month of the Sublease Term concurrent with an Appropriation Certificate for Subtenant’s execution of this Sublease in accordance with Section 1.7. 4.3. After the form attached hereto first twelve (12) months of the Sublease Term, Subtenant also shall pay an amount equal to Subtenant’s Share of the increase in Operating Expenses over calendar year 2013 (the “Base Year”); with Operating Expenses to include all Expenses, Taxes, Insurance and other amounts payable by Sublandlord as Exhibit G. Sublessee reasonably believes that legally available funds “Additional Rent” under the Master Lease, insofar as applicable to the period encompassed by the Sublease Term (collectively, “Pass Through Costs”). To the extent Pass Through Costs are payable on a monthly estimated basis, the Additional Rent with respect thereto shall be paid as and when Base Rent is due in an amount sufficient based on Master Landlord’s or Sublandlord’s estimates; and upon any reconciliation of estimated and actual Pass Through Costs, the corresponding Pass Through Costs shall be adjusted between Sublandlord and Subtenant (with appropriate reimbursements or additional payments) within thirty (30) days after delivery to make all Payments Subtenant of any reconciliation statement. For purposes of calculating Pass Through Costs, Sublandlord shall be entitled to rely conclusively on Master Landlord’s determination of estimated and actual Additional Rent. 4.4. Subtenant also shall pay, within thirty (30) days after written notice by Sublandlord, any other fees, charges or other sums payable with respect to the Sublease Premises (collectively, “Other Charges”) for: (a) any excess or after hours utility consumption within the Sublease Premises; (b) any excess, after hours or supplemental heating, ventilating or air conditioning service supplied to the Sublease Premises; (c) any services or benefits supplied to the Sublease Premises at Subtenant’s request (or with Subtenant’s acquiescence; provided that Subtenant has been advised of such additional charge) for which Master Landlord reserves any right to impose a fee or charge separate from the Pass Through Costs; (d) any reimbursement of Master Landlord or Sublandlord for taxes on personal property, equipment and fixtures located in or about the Sublease Premises during the Lease Term Sublease Term; (e) any damage to the Building resulting from the negligence or intentional misconduct or breach of this Sublease by Subtenant or Subtenant’s agents, employees, contractors or invitees; (f) damages recoverable due to a default under the Master Lease which is the result of any Default or failure of performance by Subtenant under this Sublease; and (g) any other costs or expenses due from Subtenant to Sublandlord under this Sublease. 4.5. All Rent shall be paid to Sublandlord or to such other person or such other place as Sublandlord may from time to time designate in writing. If any Rent is not paid when due, Subtenant acknowledges that Sublandlord will incur additional administrative expenses and costs which are difficult or economically impractical to ascertain. In addition to any late charges and interest payable under the Master Lease, if Subtenant fails to pay any undisputed amount hereunder within ten (10) days after notice that the same is due, Subtenant shall pay an administrative charge to Sublandlord equal to the greater of $250 or five percent (5%) of the delinquent amount. Neither demand for nor receipt of any late charge called for under this Sublease shall (i) operate to waive any default by Subtenant or provide a substitute for Subtenant’s full and timely performance of the obligation to pay Rent, or (ii) limit the exercise of any other right or remedy Sublandlord may have under this Sublease in case of Subtenant’s default. 4.6. Subtenant shall have the right, not more than once annually, with at least thirty (30) days’ prior notice to Sublandlord, to review the books and records of Sublandlord with respect to services provided under the Facilities Agreement and the Lease can Pass-Through Costs and Other Charges. Sublandlord shall make such books and records available at a place reasonably convenient to both Sublandlord and Subtenant. Such audit shall be obtainedconducted at Subtentant’s sole cost and expense unless the audit reveals that Subtenant was overcharged by more than ten percent (10%), in which event, Sublandlord shall pay for the cost of the audit (up to the amount of the overcharge). Sublessee currently intends Subtenant acknowledges that it will not have the right to review the books and records of Master Landlord and that Sublandlord shall be under no obligation to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described aboveso on Subtenant’s behalf.

Rent. Sublessee shall pay to the order of Sublessor, as rent for the Equipment, a semiannual Rental Payment equal to the amount Rent and other payments payable by Sublessor tenants, licensees, concessionaires, and other persons using or occupying the Real Property or any part thereof under the Lease, on the dates and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the a Lease directly to Lessor, or to the assignee of Lessorotherwise, if any, at the address set forth for or in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor connection with such use or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Subleaseoccupancy, including, without limitation, those amounts fixed monthly rentals, additional rentals, percentage rentals, escalation rentals, retroactive rentals, operating cost pass-throughs, common area maintenance charges, HVAC charges, payments of taxes and insurance expenses, promotional/marketing charges, construction receivables and other sums and charges payable under Sections 8 and 9 hereof and any late charges due and owing by the tenants under the Lease Leases (collectively, “Rent”) shall be prorated as of the Closing such that Seller will be entitled to Rent attributable to periods prior to the Closing and Purchaser will be entitled to Rent attributable to periods from and after the Closing, all as more particularly set forth below: (a) All Rent collected by Seller under the Leases prior to Closing (“Current Rent”) shall be prorated as of the Closing Date. (b) All Rent other than Current Rent (“Rent Arrears”) shall not be prorated at Closing. In the event that either Purchaser or this Sublease (Seller receives Rent from a tenant after the "Additional Payments"). The term "Payments"Closing Date, as used herein, such Rent shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described be applied in the Leasefollowing order of priority (after deduction of actual out-of-pocket costs of collection paid by Purchaser to third parties): (a) first to current rent due to Purchaser, (b) second to delinquent rent due to Purchaser, and (c) thereafter to Rent Arrears due to Seller from such tenant. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVERAny sums owed to Seller pursuant to the foregoing shall be paid by Purchaser within thirty (30) days following receipt by Purchaser. Sublessee hereby covenants to make Purchaser shall pursue all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due Rent Arrears in the fiscal year covered by such budgets. Sublessee hereby agrees ordinary course of business and shall have the right to negotiate settlements with tenants who have Rent Arrears as it may determine in good faith; provided that, notwithstanding at its sole cost and expense (x) Seller shall have the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations unrestricted right to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is pursue collection from any tenant not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment possession of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor its space as of same[, which measures includethe Closing Date in Seller’s sole discretion including, without limitation, initiating and prosecuting a lawsuit against the levy applicable tenant, and (y) in the event that after Closing Purchaser evicts or otherwise terminates the possession of ad valorem taxes upon all any tenant with Rent Arrears, if Purchaser has neither released the taxable property within Sublesseetenant nor pursued eviction to judgment, Seller shall have the unrestricted right to pursue collection from such tenant in Seller’s sole discretion including, without limitation limitation, initiating and prosecuting a lawsuit against the applicable tenant. Should Seller take the action permitted in either item (x) or (y), Purchaser shall be relieved of and shall have no obligation to pursue the applicable Rent Arrears. (c) Percentage rent or overage rent (referred to herein as “Percentage Rent”) collected under the Leases prior to the Closing shall be prorated between Purchaser and Seller at Closing based on Percentage Rents which were due and payable for the periods prior to and after the Closing Date. As soon as reasonably possible after the end of the year in which the Closing occurs, the Percentage Rent shall be re-prorated on a Lease by Lease basis with Seller entitled to the portion of total Percentage Rent due under each Lease for the Lease Year (as defined below) in which the Closing occurs (the “Subject Lease Year”) based on the portion of the Subject Lease Year occurring prior to the Closing Date and Purchaser entitled to the portion of total Percentage Rent due under each Lease for the Subject Lease Year based on the portion of the Subject Lease Year occurring from and after the Closing Date; provided, however, there shall be no proration of any delinquent rent Percentage Rent until such Percentage Rent is collected and all such collections shall be paid to Seller and Purchaser in the order for payment of delinquent Rent set forth in Section 4.5(b) above. As used herein, the term “Lease Year” means the twelve (12) month period (or, as to rate or amount [include tenants for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations Closing occurs during a partial Lease Year, such applicable shorter period) as to make payments which annual Percentage Rent is owed under all the various circumstances described aboveeach Lease.

Rent. The rent under this Sublease for the Term shall consist of a fixed rent in the amount set forth in Paragraph 6 hereof (sometimes hereinafter call the “Rent”). The Sublessee shall covenants and agrees to pay this Rent to WRIT, the Principal Landlord, in lawful money of the United States, at the times and in the manner hereinafter specified. The Rent includes all utilities, including electric, HVAC, and plumbing, and building services, including cleaning, and taxes. The Sublessor agrees to timely meet its obligations to WRIT, the Principal Landlord, including the timely payment of any rent or other moneys owed to the order of Sublessor, as rent for Principal Landlord under the Equipment, a semiannual Rental Payment equal underlying Lease in addition to the amount payable being paid by the Sublessee. The Sublessor agrees that if WRIT advises the Sublessee that the Sublessor is not current with its payments to WRIT, or otherwise is not in compliance with its underlying Lease obligations, that the Sublessee may in its sole discretion make any such payments directly to WRIT, or may terminate this Lease, and such action shall not relieve the Sublessor of its obligations to the Sublessee. If utilities and/or services are interrupted for more than thirty (30) consecutive business days, Rent will ▇▇▇▇▇ (Rent, however, will ▇▇▇▇▇ sooner for the Sublessee, if rent abates sooner for the Sublessor under its underlying Lease), and if such condition exists, without being cured, for a total of forty-five (45) calendar days, the LeaseSublessee may terminate this Sublease, on the dates and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee so terminated no Rent shall be due from the start of the interruption and payable on each going forward. Similarly, if all or part of the Sublease Payment DatePremises is damaged by fire or other casualty or is untenantable and is not repaired by the Principal Landlord or Sublessor within ten (10) business days, which date shall be fifteen Rent will ▇▇▇▇▇, and if such condition exists without being cured, for a total of forty-five (1545) days prior to calendar days, the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto Sublessee may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or terminate this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges if so terminated no Rent shall be due and owing under from the Lease date of the fire or this Sublease other casualty or untenantability. (the "Additional Payments"). The term "Payments", as used herein, Sublessor shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient be required to pay Rent only for the Payments coming due therein. Upon adoption portion of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility Sublease Premises that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]]usable while repair is made.[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.)

Rent. Sublessee shall A. Subtenant covenants and agrees to pay to Sublandlord, in lawful money of the order of SublessorUnited States, as fixed rent for the Equipment, ("Fixed Rent") on a semiannual Rental Payment equal to monthly basis in the amount payable by Sublessor under the Lease, on the dates and in the amounts as set forth in on Exhibit D attached hereto hereto. The first monthly installment of Fixed Rent payable under this Sublease shall be paid on the Sublease Commencement Date, subject to paragraph B(a) below. (a) In addition to the Fixed Rent set forth above, Subtenant covenants and agrees to pay Additional Rent from and after the Sublease Commencement Date. To the extent not already completed, Subtenant shall arrange for service directly with the utility providers serving the Premises, shall furnish such payment deposit (if any) as such utility provider may require, and shall pay the utility provider's charges promptly upon receipt of bills therefor. For each item of Additional Rent not paid directly by Subtenant to the relevant authority or vendor and in respect of which Sublandlord pays the amount due dates are referred to herein as "Sublease Payment Dates")the relevant authority or vendor, Sublandlord shall ▇▇▇▇ Subtenant promptly. Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under Upon receipt of the Lease directly to Lessorcorresponding ▇▇▇▇ from Sublandlord, Prime Landlord or such authority or vendor, Subtenant shall pay the relevant authority or vendor, or reimburse Sublandlord each amount so billed, within five (5) Business Days after being billed therefor, provided that if Subtenant provides written notice to Sublandlord within such five (5) day period of reasons for delaying payment of such amount, which reasons are acceptable to Sublandlord, in its sole discretion then Subtenant shall have an additional three (3) Business Days to pay or reimburse such amount. Notwithstanding anything to the assignee contrary contained herein, Sublandlord may calculate the amounts of LessorAdditional Rent on an estimated basis for any calendar year occurring prior to the time that the actual amount of said Additional Rent with respect to such calendar year has been precisely determined. Such amounts shall be paid by Subtenant in equal monthly installments in conjunction with the Fixed Rent. Thereafter, if anywhen such amounts can be precisely determined, Sublandlord shall furnish Subtenant with a reconciliation statement setting forth the amount of said Additional Rent payable in the applicable calendar year and the amount Subtenant may have theretofore paid to or at the address set forth direction of Sublandlord. Thereafter, Subtenant shall either promptly pay to Sublandlord any shortage of Additional Rent, or, in the records maintained event of an overpayment of Additional Rent, receive a credit against its next monthly installment(s) of Fixed or Additional Rent (as determined by Sublandlord) until the credit is satisfied. (b) If Sublandlord shall be charged with respect to the Premises or Equipment for any other sums or charges pursuant to Section 19 the provisions of the Prime Lease. Rental Payments due to Lessor from Sublessee , including, without limitation, for extra services requested by Subtenant, then Subtenant shall be liable for all such sums and charges as Additional Rent under this Sublease and such sums shall be due and payable by Subtenant to Sublandlord on each Sublease Payment Datedemand. The foregoing shall not be deemed to require Subtenant to make payments in respect of charges incurred by Sublandlord by reason of the acts or omissions of Sublandlord or any other subtenants, which date if any. (a) Fixed Rent as set forth on Exhibit D and monthly installments, if any, of Additional Rent shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, due and payable in equal monthly installments in advance in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, wire transfer (pursuant to the extent permitted wire transfer instructions delivered by lawSublandlord to Subtenant), Sublessee on the first day of each calendar month of the Term (each such date, a "Payment Date"). If the first day of a calendar month is not a Business Day, such installment shall pay when be due on the first Business Day preceding the first calendar day of such month. If the Sublease Commencement Date shall be other than the first day of a calendar month or the expiration of the Term is other than the last day of a calendar month, the monthly installments of Fixed Rent and Additional Rent payable hereunder for any such month shall be prorated on a per diem basis based on the actual number of days in such month. On the first day of the calendar month following the Sublease Commencement Date, if the Sublease Commencement Date occurs after the first day of a calendar month, Subtenant shall receive a credit for the unapplied portion of the Rental deposit made pursuant to Sublessor Section 6A. (b) Subtenant shall furnish to Sublandlord copies of all tax and insurance bills relating to the Premises and Equipment and copies of official receipts or to Lessorother satisfactory proof evidencing all payments of taxes and insurance premiums, promptly following receipt or payment thereof, as the case may be, such other applicable. (c) If Sublandlord shall receive a refund of any Additional Rent amounts from time Prime Landlord with respect to time as are the Premises pursuant to the terms of the Prime Lease, and such refund relates to Additional Rent paid hereunder by Subtenant, Sublandlord shall promptly notify Subtenant and shall at Sublandlord's option, either (i) credit against the next monthly installment of Additional Rent due hereunder, the portion thereof, if any, allocable to the Term of this Sublease and owing which shall have been theretofore paid by Sublessor Subtenant or Sublessee under (ii) promptly send said allocable amount to Subtenant. (d) All of the Lease or amounts payable by Subtenant pursuant to this Sublease, including, without limitation, those amounts Fixed Rent, Additional Rent, and all other costs, charges, sums and deposits payable by Subtenant hereunder (collectively, "Rental"), shall constitute rent under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments")and shall be payable to Sublandlord or its designee at such address as Sublandlord shall from time to time direct in writing. The term "Payments", as used herein, Subtenant shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient have no authority to pay the Payments coming Rental directly to Prime Landlord unless so directed in writing by Sublandlord or Prime Landlord. (e) Subtenant shall promptly pay the Rental as and when the same shall become due therein. Upon adoption and payable without setoff, offset or deduction of Sublesseeany kind whatsoever and, in the event of Subtenant's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation failure to pay same when due, Sublandlord shall have all of the Payments coming due rights and remedies provided for in the fiscal year covered by such budgetsPrime Lease and in this Sublease or at law or in equity in the case of nonpayment of rent. Sublessee hereby agrees that, notwithstanding Subtenant's obligation to pay Rental shall survive the possibility that either expiration or sooner termination of such budgets may this Sublease. (f) If any Rental shall not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation be paid within five (5) days after the same is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, such unpaid Rental shall bear interest at an annual rate which is four (4%) percent in excess of the prime or base reference lending rate from time to time quoted by ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (or any successor thereto) from the date on which such Rental was originally due until the date when paid. C. If Subtenant shall for any reason remain in possession of the Premises after the expiration of the Term or earlier termination of this Sublease, such possession shall at the option of Sublandlord in its sole discretion, be as a month-to-month holdover tenant during which time, Subtenant shall pay as rental each month (which rental constitutes liquidated damages with respect to Rental, and Sublessee will notify Lessor and Sublessor of same[, not a penalty for the period to which measures include, without limitationit relates), the levy greater of ad valorem taxes upon all the taxable property within Sublessee, without limitation as following: (a) two times the aggregate of: (i) the installment of rent payable by Sublandlord to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject Prime Landlord pursuant to the annual appropriation Prime Lease as of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before last month of the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in and (ii) all other sums, if any, payable by Subtenant pursuant to the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term provisions of this Sublease and the Prime Lease can with respect to the Premises, and (b) holdover damages payable by Sublandlord, as tenant under the Prime Lease, to Prime Landlord. During such period of month-to-month holdover tenancy, Subtenant shall be obtainedobligated to perform and observe all of the terms, covenants and conditions of this Sublease and the Prime Lease with respect to the Premises, but shall have no rights hereunder other than the right, to the extent given by law to month-to-month holdover tenancies to continue its occupancy and use of the Premises. Sublessee currently intends Nothing contained herein shall constitute the consent, express or implied, of Sublandlord to do all things lawfully within its power to obtain and maintain funds from which the Payments may be madeholding over of Subtenant after the expiration or earlier termination of this Sublease. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.Notwithstanding payment of such holdover

Rent. (a) The Rent (specified in Section 1.1 hereof) and any additional rent or other charges payable pursuant to this Lease shall be payable by Sublessee to Sublessor by mailing such rent payment to Genzyme Corporation, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (or such other place as Sublessor may from time to time designate by notice to Sublessee). (b) Rent shall be payable in advance on the first (1st) day of each and every calendar month during the term of this Sublease. (c) Rent for any partial month shall be paid by Sublessee to Sublessor at such rate on a prorata basis. Other charges payable by Sublessee on a monthly basis, as hereinafter provided, shall likewise be prorated. (d) All Rent and other amounts due under this Sublease shall be made without demand, offset or deduction. Sublessee shall pay be entitled to the order a fair and equitable share of Sublessor, as all abatements of rent for the Equipment, a semiannual Rental Payment equal to the amount payable by Sublessor under the Lease, on the dates and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address rent adjustments set forth in the records maintained pursuant Prime Lease which Sublessor has been granted with respect to Section 19 the Premises. (e) Sublessee represents and Sublessor acknowledges that, as of the LeaseCommencement Date and for the period of approximately six months thereafter, Sublessee expects to use the approximately 2,638 rentable square foot portion of the Premises identified on Exhibit A as the "Expansion Space" for only limited purposes. Rental Payments due Accordingly, Sublessor hereby agrees that Sublessee shall have no obligation to Lessor from Sublessee pay any rent with respect to the Expansion Space until May 1, 1997. From and after May 1, 1997, however, full rent shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior with respect to the corresponding Master Lease Payment Date, in immediately available funds at Expansion Space. Sublessor shall provide Sublessee with such "free rent" for the address specified Expansion Space by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting applying to Sublessee's governing body Sublessee's budget request rental account for each fiscal year shall include in each such budget request month that Sublessee qualifies for each fiscal year during the Lease Term the Payments to become due in such fiscal yearfree rent, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due a credit in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. $8,353.67. (f) It is the intention of the parties that Rent payable by Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments under this Sublease shall be subject a "gross rent" that includes amounts on account of base rent, utilities, operating expenses and real estate taxes payable by Sublessee to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.Sublessor; i.

Rent. Sublessee (a) In using the Sublease Premises for the Permitted Use, Subtenant shall regularly market and promote the Sublease Premises to entrepreneurial business start-ups (“Business Start-Ups”) to locate and operate their businesses within the Sublease Premises. For purposes hereof, “Business Start-Ups” mean businesses that are newly formed and in the early stages of development and operation. The use of the Sublease Premises for such Business Start-Ups is the essential purpose of this Sublease, and promotes economic development and stimulates business and commercial activity in Addison. In using the Sublease Premises for the Permitted Use, Subtenant shall, at a minimum, conduct the same type and level of operations and functions at the Sublease Premises as it conducts, on the Sublease Effective Date, at its offices located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. Those operations and functions are generally outlined and described at the Subtenant’s Internet website at ▇▇▇.▇▇▇▇▇▇.▇▇ and in Exhibit attached to this Sublease and incorporated herein. In facilitating Business Start-Ups, Subtenant will require those Business Start-Ups that locate within or use the Sublease Premises to pay a fee, the amount of which is based upon the extent of use by the Business Start-Up of the services to be provided to the Business Start-Up by Subtenant (“Business Start-Up Fee”). As of the Effective Date, the opportunity offered by Subtenant to a Business Start-Up is referred to by Subtenant as a “membership,” and there are three levels of membership (see Exhibit ) and a corresponding Business Start-Up Fee applicable to the membership level. During the Term, Subtenant shall pay to the order of Sublessor, as rent for the Equipment, a semiannual Rental Payment Sublandlord an amount equal to the amount payable ten percent (10%) of all Business Start-Up Fees received and/or collected by Sublessor under the Lease, or on the dates and in the amounts as set forth in Exhibit D attached hereto behalf of Subtenant (such payment due dates are amount being referred to herein as "Sublease Payment Dates"“Base Rent”) in accordance with the following: (i) Each month during the Term Subtenant shall pay to Sublandlord Base Rent calculated and based upon Business Start-Up Fees received and/or collected by or on behalf of Sublandlord for the immediately prior month (or partial month, if applicable). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee Such payment shall be made on or before the 10th day of each month, with the first payment of Base Rent being due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first 10th day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease month next following the month in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may Commencement Date occurs. Base Rent shall be made. Sublessee hereby acknowledges its obligations payable without notice or demand and without set-off, deduction, or abatement. (ii) Simultaneously with the payment of Base Rent, Subtenant shall provide to make payments under all Sublandlord a written statement that includes: (A) the various circumstances described above.name of each Business Start-Up,

Rent. Sublessee (a) As the payment of monthly base rent ("Monthly Base Rent") under this Sublease for the Term, Subtenant shall pay to the order of Sublessor, as rent for the Equipment, a semiannual Rental Payment equal to Sublandlord the amount payable by Sublessor under the Lease, on the dates and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates")of $14,785.83. Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee Subtenant shall pay when due the Monthly Base Rent to Sublessor Sublandlord, without any offset, abatement or to Lessor, deduction whatever except as may occur in accordance with the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or provisions of this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before advance on the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease calendar month included in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during Term (prorated for any portion of a calendar month at the Lease beginning or end of the Term), with the first month's rent being paid upon Subtenant's execution of this Sublease. (b) From and after the Commencement Date, and throughout the Term of this Sublease Sublease, Subtenant shall pay Sublandlord monthly together with its payment of Monthly Base Rent, the amount of $8,825.28 which represents Subtenant's allocable share of all additional sums, costs, expenses and other payments that Sublandlord is obligated to pay Prime Landlord under the Prime Lease, including without limitation, Prime Landlord's operating costs and real estate taxes, as well as reasonable additional laboratory services including reasonable and customary to the industry autoclave, glass washing, shipping and receiving and all reasonable utility expenses including but not limited to electricity and gas, and all services and amenities listed in Section 1(a) hereof. (c) Sublandlord reserves the right to increase the charges described in paragraph (b) above in the event that Sublandlord incurs actual substantial and unforeseen increases in the costs to operate the Sublet Premises that are outside the control of Sublandlord and in such case, Sublandlord shall deliver to Subtenant copies of any written notices, bills or invoices received either by Sublandlord from Prime Landlord under Section 3.3 of the Prime Lease can be obtainedor directly from vendors and/or service providers. Sublessee currently intends Examples of such uncontrollable costs include electricity and gas utility costs, real estate taxes, and costs passed through by the Prime Landlord. (d) In addition to do the costs described in paragraph (b) above, Subtenant shall pay directly to the provider of the service all things lawfully within its power to obtain and maintain funds from which charges for separately metered utilities serving the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described aboveSublet Premises.

Rent. Sublessee Monthly Rent and Additional Rent, hereunder (collectively “Rent”) shall pay be paid in lawful money of the United States to Landlord according to the order of Sublessor, as rent for the Equipment, a semiannual Rental Payment equal to the amount payable by Sublessor under the Lease, instructions attached on the dates and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to LessorK, or at such place or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments such agents as set forth in Exhibit D attached hereto Landlord may be amended from time to time designate to Tenant in writing on no less than thirty (30) days’ notice (provided that Tenant may make payments by electronic transfer in lawful money of the United States and in accordance with Landlord’s instructions, which will be provided to Tenant upon request), without any demand with respect to Monthly Rent and such Additional Rent payable monthly in regular installments and, except as otherwise expressly provided in this Lease, without any reduction, abatement, counterclaim, deduction or set-off whatsoever, at the times and in the manner hereinafter provided. Unpaid Rent which is not received within five (5) business days after the due date shall bear interest at the Default Rate (as defined in Section 28(h)) from the date due until paid. The payment of Rent hereunder is independent of each and every other covenant and agreement contained in this Lease. In additionExcept as otherwise expressly provided in this Lease, Tenant’s obligation to pay Rent hereunder shall be a separate and independent covenant, absolute, and unaffected for any reason whatsoever, including by any damage to or destruction of the extent permitted Premises or any part thereof, any taking of the Premises or any part thereof or interest therein by lawcondemnation or otherwise, Sublessee shall pay when due to Sublessor or to Lessorany prohibition, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 restriction or prevention of Tenant’s use, occupancy or enjoyment of the Premises or any part thereof, the impossibility, impracticability or illegality of performance by ▇▇▇▇▇▇▇▇, Tenant or both, any action of any government authority, or any other cause whether similar to or dissimilar from the foregoing and 9 hereof whether or not Tenant shall have notice or knowledge thereof and any late charges due and owing under the Lease whether or this Sublease (the "Additional Payments")not such cause shall now be foreseeable. The term "Payments", as used herein, shall refer to Rental Payments parties intend that the obligations of Landlord and Additional Payments. Sublessee's obligations to make Payments may become accelerated Tenant under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire this Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject separate and independent covenants and agreements and shall continue unaffected unless such obligations have been modified or terminated pursuant to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term express provision of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described aboveLease.

Rent. Sublessee Tenant shall timely pay to the order of Sublessor, Landlord Rent (as rent for the Equipment, a semiannual Rental Payment equal to the amount payable by Sublessor under the Lease, on the dates and defined in the Basic Lease Information), including the amounts as set forth in Exhibit D attached hereto C hereto, without notice, demand, deduction or set-off (such except as otherwise expressly provided herein), by good and sufficient check drawn on a national banking association at Landlord's address provided for in this Lease or as otherwise specified by Landlord and shall be accompanied by all applicable state and local sales or use taxes, if applicable. Except as otherwise expressly set forth herein, the foregoing covenants of Tenant are independent covenants and Tenant shall have no right to withhold or ▇▇▇▇▇ any payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessorof Base Rent, Tenant's Annual Electricity Charge, Additional Rent, Taxes, Insurance or other payment, or to set off any amount against the assignee Base Rent, Tenant's Annual Electricity Charge, Additional Rent, Taxes, Insurance or other payment then due and payable, or to terminate this Lease, because of Lessor, if any, at any breach or alleged breach by Landlord of this Lease or because of the address set forth condition of the Premises. Tenant hereby acknowledges and agrees that it has been represented by counsel of its choice and has participated fully in the records maintained pursuant negotiation of this Lease, that Tenant understands that the remedies available to Section 19 Tenant in the event of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified a default by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto Landlord may be amended from time more limited than those that would otherwise be available to time as provided Tenant under the common law in the absence of certain provisions of this Lease. In addition, to and that the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, so-called "dependent covenants" rule as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee developed under the Lease or this Sublease, common law (including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the statement of such rule as set forth in the Restatement (Second) of Property, Section 7.1) shall not apply to this Lease or this Sublease (to the "Additional Payments")relationship of landlord and tenant created hereunder. Base Rent, adjusted as herein provided, and Tenant's Annual Electricity Charge shall be payable monthly in advance. The term "Payments"first (1st) monthly installment of Base Rent and Tenant's Annual Electricity Charge shall be payable contemporaneously with the execution of this Lease; thereafter, as used herein, Base Rent and Tenant's Annual Electricity Charge shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in be payable on the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during first (1st) day of each month beginning on the entire Lease first (1st) day of the second (2nd) full calendar month of the Term. The officials monthly Base Rent and Tenant's Annual Electricity Charge for any partial month at the beginning of Sublessee responsible for preparing the Term shall equal the product of 1/365 (or in the event of a leap year, 1/366) of the annual Base Rent and presenting to SublesseeTenant's governing body Sublessee's budget request for each fiscal year shall include Annual Electricity Charge in each such budget request for each fiscal year effect during the Lease Term partial month and the Payments to become due in such fiscal year, thereby securing the appropriation number of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due days in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunderpartial month, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to due on the annual appropriation Commencement Date. Payments of funds sufficient to meet Base Rent and Tenant's Annual Electricity Charge for any fractional calendar month at the required Payments [include for school district Sublessees only]]end of the Term shall be similarly prorated. On or before Tenant shall pay Tenant's Annual Electricity Charge Additional Rent, Taxes and Insurance (each as defined in Exhibit C) at the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease same time and in the form attached hereto same manner as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described aboveBase Rent.

Rent. Sublessee CenterPoint’s obligation to pay Premises Rent shall begin on the Commencement Date, and CenterPoint’s obligation to pay Rollover Rent with respect to all applicable Rollover Space shall begin on the Rollover Term Commencement Date. Subject to the provisions of this Section 3.1, CenterPoint’s covenant to pay Premises Rent and Rollover Rent is independent of every other covenant of this Agreement. CenterPoint hereby covenants and agrees to pay to the order of SublessorCJF, as rent without offset or deduction, Base Rent for the Equipment, a semiannual Rental Payment equal to Premises during the amount payable by Sublessor under the Lease, on the dates and Premises Term in the monthly amounts as set forth in on Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessorand incorporated herein, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation prorated for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time any partial month as provided in Section 3.5. With respect to each Rollover Space that has not been renewed, CenterPoint hereby covenants and agrees to pay CJF, without offset or deduction, Base Rent for said Rollover Space during the Rollover Term, prorated for any partial month as provided in Section 3.5. Notwithstanding the foregoing, after the execution of an Approved Lease. In addition, to commencing on the extent permitted by law, Sublessee shall pay when due to Sublessor date that monthly rent payments commence under such Approved Lease for all or to Lessorany portion of the Premises or Rollover Space, as the case may be, such (i) the Premises Rent thereafter payable under this Agreement for the portion of the Premises covered by the Approved Lease, or the Rollover Rent thereafter payable under this Agreement for the portion of the Rollover Space covered by the Approved Lease, as the case may be, shall be reduced by 100% (and thereafter CJF shall be entitled to all rent and other amounts from time to time as are due and owing by Sublessor paid or Sublessee payable under the Lease Approved Lease, and the obligations of CenterPoint under this Agreement shall terminate except for accrued and unpaid obligations with respect to the Premises or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments"Rollover Space, as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments the case may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[be, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be are subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease TermApproved Lease), Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease (ii) Premises Rent (and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its CenterPoint’s obligations to make payments under all pay same) for the various circumstances described aboveremaining portion of the Premises shall remain unchanged; and (iii) Rollover Rent (and CenterPoint’s obligations to pay same) for the remaining portion of the Rollover Space shall remain unchanged.

Rent. Sublessee shall pay (a) From the date hereof and continuing through November 30, 1997 Base Rental payable by Tenant with respect to the order Existing Premises shall continue to be paid by Tenant at the rate provided for in Article II, Paragraph 4 of Sublessorthe Lease. Tenant shall also continue to pay Lessee's Additional Rental, as rent for the Equipment, a semiannual Lessee's Forecast Additional Rental Payment equal and all other sums payable by Tenant with respect to the amount payable by Sublessor under the Lease, Existing Premises during such period on the dates terms and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address conditions set forth in the records maintained pursuant Lease. (b) Effective as of the Expansion Premises Commencement Date and continuing through November 30, 1997 Base Rental payable by Tenant with respect to Section 19 the Expansion Premises only shall be equal to $9.00 net per square foot of net rentable area within the Expansion Premises per year payable monthly as provided in Article II of the Lease. Tenant shall also pay Lessee's Additional Rental, Lessee's Forecast Additional Rental Payments due to Lessor from Sublessee shall be due and all other sums payable on each Sublease Payment Date, which date shall be fifteen (15) days prior by Tenant with respect to the corresponding Master Lease Payment Date, in immediately available funds at Expansion Premises during such period on the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as terms and conditions set forth in Exhibit D attached hereto may the Lease. (c) Base Rental payable by Tenant pursuant to Article II, Paragraph 4 of the Lease with respect to the entire Leased Premises during the Renewal Term shall be amended from time determined according to time as provided the following schedule: RENTAL PERIOD ANNUAL BASE RENTAL RATE ------------- ----------------------- December 1, 1997 - November 30, 1998 $9.00 net December 1, 1998 - November 30, 2000 $10.00 net December 1, 2000 - November 30, 2002 $11.00 net The Base Rental rates are quoted per square foot of net rentable area within the Leased Premises per annum. Tenant shall also pay Lessee's Additional Rental, Lessee's Forecast Additional Rental and all other sums payable by Tenant with respect to the Leased Premises during the Renewal Term on the terms and conditions set forth in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.

Rent. Sublessee (a) Lessee shall pay to Lessor in lawful money of the order of Sublessor, United States as fixed rent for the EquipmentPremises, a semiannual Rental Payment equal to the amount payable by Sublessor under the Lease, amounts set forth in Schedule B ("Basic Rent") on the dates and in the amounts as set forth in Exhibit D attached hereto therein (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the Lessor's address set forth in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended above, or at such other address or to such other person as Lessor from time to time as provided may designate by giving Lessee notice thereof. If the Mortgagee so requires in accordance with the Lease. In additionprovisions of an assignment of rents or other appropriate instrument given by Lessor to Mortgagee, to Lessee, upon receipt of written notice signed by the extent permitted by law, Sublessee shall pay when due to Sublessor Mortgagee or to Lessor, as the case may be, such other amounts from time shall remit said Basic Rent to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease Bankers Life Company (the "Mortgagee" which term includes any successor holder of the Mortgage Note), the holder of Lessor's promissory note (the "Mortgage Note") secured by a mortgage dated contemporaneously herewith, and recorded at St. Paul, issued to the Mortgagee creating a first lien upon the Premises (▇▇e "Mortgage"). (b) All amounts which Lessee is required to pay pursuant to this Lease (other than Basic Rent, amounts payable upon purchase of the Premises and amounts payable as liquidated damages pursuant to Paragraph 19), together with every fine, penalty, interest and cost which may be added for non-payment or late payment thereof, shall constitute additional rent ("Additional PaymentsRent"). The term "Payments"If Lessee shall fail to pay any Additional Rent, as used herein, Lessor shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in have the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient right to pay the Payments coming same and shall have all rights, powers and remedies with respect thereto as are provided herein or by law in the case of non-payment of Basic Rent. Lessee shall pay to Lessor interest at the rate of twelve percent per annum (or, if lower, the maximum interest rate permitted by applicable law) on all overdue Basic Rent from the Payment Date thereof until paid, and on all overdue Additional Rent paid by Lessor on behalf of Lessee from the earlier of the due thereindate of such Additional Rent or the date of payment thereof by Lessor, until repaid by Lessee. Lessee shall also pay to Lessor upon demand the sum of 2-1/2 cents for each $1.00 on all overdue Basic Rent and Additional Rent which becomes overdue for a period exceeding 10 days, said sum being a reasonable estimate of the additional expense imposed upon Lessor for handling said overdue payments. Lessee shall perform all its obligations under this Lease at its sole cost and expense, and shall pay all Basic Rent and Additional Rent when due, without notice or demand. Upon adoption the occurrence of Sublessee's temporary budget an Event of Default as defined in Paragraph 19(a), and final budgetif Lessor so requests, Sublessee Lessee shall immediately notify Lessor make monthly deposits with respect to taxes and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due other Impositions (as defined in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for Paragraph 8) in such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, manner as the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]]Mortgagee may require.[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.

Rent. Sublessee a) From and after the Commencement Date, Sub-Subtenant shall pay to the order of Sublessor, as Sub-Sublandlord rent for the Equipment, a semiannual Rental Payment (“Fixed Rent”) in an amount equal to 100% of the amount then applicable Base Rent (as defined in the Sublease) payable by Sublessor under the Lease, on the dates and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred Sub-Sublandlord to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained Sublandlord pursuant to Section 19 4.1 of the Lease. Rental Payments due Sublease, consistently with the terms of Article 4 of the Sublease. b) Fixed Rent and all other amounts (“Additional Rent;” together with Fixed Rent, collectively “Rent” or “rent”) payable by Sub-Subtenant to Lessor from Sublessee Sub-Sublandlord under the provisions of this Sub-Sublease shall be due paid promptly when due, without notice or demand therefor, and payable on each Sublease Payment Datewithout deduction, which date abatement, counterclaim or setoff. Fixed Rent and Additional Rent shall be fifteen (15) days prior paid to Sub-Sublandlord in lawful money of the corresponding Master Lease Payment Date, in immediately available funds United States at the address specified office of Sub-Sublandlord or such other place (or by Lessor. Sublessee's periodic obligation for Rental Payments wire) as set forth in Exhibit D attached hereto Sub-Sublandlord may be amended designate from time to time as provided time. No payment by Sub-Subtenant or receipt by Sub-Sublandlord of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on account of the earliest stipulated Fixed Rent or Additional Rent; nor shall any endorsement or statement on any check or letter be deemed an accord and satisfaction, and Sub-Sublandlord may accept any check or payment without prejudice to Sub-Sublandlord’s right to recover the balance due or to pursue any other remedy available to Sub-Sublandlord. Any provisions in the Lease. In addition, Sublease incorporated herein by reference (whether capitalized or lower case) referring to the extent permitted by law, Sublessee “fixed rent,” “annual rent,” “base rent,” “rent,” ‘‘additional rent,” “escalations,” “payments” or “charges” or words of similar import shall pay when due be deemed to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments Fixed Rent and Additional Payments. Sublessee's obligations to make Payments may become accelerated Rent due under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SETthis Sub-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]]Sublease.[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.

Rent. Sublessee shall pay to the order of Sublessor, as rent for the Equipment, a semiannual Rental Payment equal to the amount payable by Sublessor under the Lease, on the dates and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this SubleaseCollected rent, including, without limitation, those amounts payable under Sections 8 fixed rent, prepaid rent, additional rent and 9 hereof and percentage rent, if applicable, shall be apportioned as of the Closing Date in accordance with the provisions of this Paragraph 6. With respect to any late charges due and owing rent arrearages arising under the Existing Leases for the period prior to the Closing Date, Buyer shall pay to Seller any rent or payment actually collected after Closing which is designated as applicable to the period preceding the Closing Date. All rent under the Existing Leases collected by Buyer after Closing that is not so designated shall be applied first to the current month’s rent, then to unpaid rent accruing prior to the Closing Date and then to unpaid rent accruing on or after the Closing Date. During the nine (9) month period following Closing, Buyer shall use good faith commercially reasonable efforts to recover any rent (or other tenant charge) arrearages in respect of the period prior to the Closing Date, provided that Buyer shall not be required to incur any material cost or commence any legal proceeding in connection therewith. Seller (upon notification to Buyer) shall be entitled to s▇▇ a tenant, before and/or after Closing, for any delinquent rent (or other tenant charges) due to Seller (and not previously paid to Seller) under an Existing Lease, so long as such suit does not seek a termination of such Existing Lease or this Sublease eviction of such tenant. In addition, except for the right to commence litigation in all matters relative thereto, whether before or after Closing, Seller expressly assigns to Buyer all rights to collect on behalf of Seller all amounts due or owed by Urban Investment Trust, Inc. and J▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to that certain Stipulation dated April 22, 2004 entered into by Seller, Urban Investment Trust, Inc. and J▇▇▇ ▇▇▇▇▇▇▇▇ in connection with the settlement of certain lease claims of Seller against Urban Investment Trust, Inc. and J▇▇▇ ▇▇▇▇▇▇▇▇ (the "Additional Payments"“Settlement Agreement”). The term "Payments", as used herein, Buyer shall refer promptly remit all such payments to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes Seller upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]]receipt.[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.

Rent. The Sublessee shall covenants and agrees to pay to the order of Sublessor, or as the Sublessor may in writing direct, in lawful money of Canada, without any claim, set-off, compensation or deduction whatsoever, the aggregate of the following sums: (a)  dollars ($) being rent for in respect of each year or part of a year of the EquipmentTerm as set out in Schedule C and payable in advance on the date of this Sublease; and (b) Additional Rent, a semiannual Rental Payment equal which shall be payable as and when required pursuant to the amount payable terms and conditions of this Sublease. The Sublessor has been advised by its legal counsel that the sublease of the Leased Premises is not subject to Goods and Services Tax (“GST”). If it is determined that the disposition by the Sublessor under to the LeaseSublessee of the sublease interest in the Leased Premises is subject to GST, the Lessor will pay the GST provided that the Sublessee promptly executes and returns, at no cost to the Sublessor, any and all documents required by the Sublessor, to assign and transfer to the Sublessor any New Housing Rebate that might apply in respect of the sublease of the Leased Premises. The Sublessee hereby irrevocably assigns and transfers to the Sublessor any New Housing Rebate, or refund, or reduction of GST to which Sublessee may be entitled, and authorizes the Sublessor and its agents to apply for and collect any such rebate, refund or reduction. The Sublessor irrevocably appoints the Sublessee and the Sublessee’s authorized signatories as attorney of the Sublessee to execute, on behalf of the dates and Sublessee, all such documents. If it is determined that the Sublessee’s use of the Leased Premises results in Rent being subject to GST, the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or will pay to the assignee Sublessor such GST amounts, when due, as Additional Rent. Any purported set-off, withholding or deduction of Lessor, if any, at Rent by the address set forth in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall deemed to be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or a breach of this Sublease, includingand entitle the Sublessor, without limitationat its option, those amounts payable under Sections 8 and 9 hereof and to exercise any late charges due and owing under the Lease right or remedy available to it pursuant to this Sublease (the "Additional Payments")or at law. The term "Payments"Sublessee will have no right to a refund of, as used hereinand the Sublessor will not be liable to the Sublessee for refunding, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described any Rent in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during event of the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term termination of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described aboveSublease.

Rent. Sublessee shall A. LESSEE agrees to pay to the order of Sublessor, as rent for the Equipmentaforesaid premises and residence privileges the sum of $9,038.00. Said sum shall be paid by LESSEE to ▇▇▇▇▇▇▇▇ University, as LESSOR’S designated collection/billing agent for housing rent and late fees, in accordance with ▇▇▇▇▇▇▇▇ University’s published invoicing and payment schedule. There will be a semiannual Rental Payment equal $30.00 service charge for any check returned by the bank for any reason. LESSEE agrees to pay the amount payable by Sublessor under the Lease, on the dates and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 of the Leasereturned check plus service charge within 3 days. Rental Payments Upon LESSEE’S breach of any term hereunder, payments due to Lessor from Sublessee shall be due hereunder are accelerated and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in become immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing directly to LESSOR. Service fees shall be deemed unpaid rent for the purposes of the five (5) day statutory notice requirement for unpaid rent. Any payments received from LESSEE shall first be applied to service charges and utilities owed from the LESSEE to LESSOR hereunder. LESSEE hereby authorizes ▇▇▇▇▇▇▇▇ University by Sublessor inserting his or Sublessee her initials following this paragraph to apply eligible funds received by LESSEE pursuant to Federal Student Aid (FSA) programs to the rent due under the Lease this paragraph. LESSEE may cancel or modify this Subleaseauthorization at any time in writing with notice to LESSOR. By signing this Lease, including, without limitation, those amounts payable LESSEE is responsible for his or her financial obligations under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient LESSEE’S failure to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the LESSEE’S financial obligations pursuant to this Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease may result in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient LESSEE being administratively dis-enrolled from ▇▇▇▇▇▇▇▇ University pursuant to make all Payments during the Lease Term University Student Disclosure Statement a copy of this Sublease which LESSEE acknowledges receipt of and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments furthermore any delinquent accounts may be madeturned over to an attorney or collection agency by LESSOR, with additional attorney fees and/or collection costs incurred by the LESSOR to be added to the LESSEE’S account. Sublessee hereby acknowledges its obligations ▇▇▇▇▇▇▇▇ University is the authorized collection/billing agent for The ▇▇▇▇▇, LLC for rent and late fees only. LESSEE shall pay utilities as provided below, and shall pay the LESSOR (The ▇▇▇▇▇, LLC) the security deposit as provided below. B. THIRD PARTY GUARANTY ▇. ▇▇▇▇▇▇ restricts occupancy to make payments under all individuals enrolled at ▇▇▇▇▇▇▇▇ University. Any exception to this must be granted in writing by The ▇▇▇▇▇ management. Payment of rent by third parties shall not give third party any constructive or possessory rights to the various circumstances described aboveleased premises. D. Withdrawal or suspension from the University shall not terminate the obligation of LESSEE hereunder and LESSEE shall be liable for the aforesaid rents unless said space is leased to another resident by LESSOR or unless LESSEE provides a SUB-LESSEE suitable to LESSOR as here below provided. No refund shall be made of any pre-paid rent.

Rent. Sublessee (a) Throughout the Term, Lessee shall pay to the order Lessor as net rental (the "Net Rent") the amounts determined in accordance with, and on the "Payment Dates" (herein so called) described on Exhibit "A" attached hereto. During the Term, Lessee shall also pay to Lessor the items of SublessorAdditional Rent (as hereinafter defined) set out on Exhibit "A". At such time as Improvements or Parcels are added to the Property, or construction advances are made to Lessee by Lessor in respect of New Improvements constructed by Lessee on any Parcel, the Net Rent and Additional Rent payments shall be adjusted as contemplated on Exhibit "A" and/or on the Supplement by which such Improvements or Parcels are added to the Property, and/or the Construction Supplement evidencing the construction advance in question, as rent applicable. (b) All amounts that the Lessee is required to pay to the Lessor pursuant to this Lease (other than Net Rent), including, but not limited to, any and all amounts payable upon expiration of the Lease Term and/or upon transfer or purchase of the Property, together with amounts specifically denominated as such on Exhibit "A" as well as every fine, penalty, interest and cost that may be added for non-payment or late payment thereof, shall constitute "Additional Rent". Lessor shall give Lessee notice of any Additional Rent due hereunder promptly after it has knowledge of such Additional Rent, and shall use its best efforts to notify Lessee in advance of the due date and amount of such Additional Rent; provided that failure to give such prompt notice shall not relieve the Lessee of its obligation to pay such Additional Rent, subject to, as applicable, the Lessee's rights, if any, under Section 18 hereof. (c) The Lessee shall pay on demand to the Lessor interest at a rate (the "Default Rate") equal to the lesser of (i) a rate that is 200 basis points (2%) in excess of the rate quoted from time to time by Citibank, N.A., New York, as its "prime" or "base reference" rate for short-term floating rate commercial loans (whether or not such rate is actually charged in any particular instance), adjusted daily, or (ii) the highest lawful rate, on all amounts payable by it the Lessor hereunder from the due date thereof until paid in full, subject to Section 4(g) below. Any such interest at the Default Rate shall be paid at the same place and in the same manner as Net Rent (as hereinafter provided). (d) All amounts payable by the Lessee hereunder shall be paid in lawful money of the United States of America. All Net Rent payments shall be made to Lessor by 11:00 A.M. (New York City Time) on the applicable Payment Date. All Additional Rent or other sums due hereunder shall also be paid by 1:00 p.m. (New York City Time) on the applicable due date. All payments shall be made by wire transfer or other immediately available funds. Unless and until Lessee is otherwise notified in writing by Agent and Lessor, all payments of Net Rent or Additional Rent hereunder shall be paid to Lessor as follows: State Street Bank and Trust Company ▇/▇ ▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ Account #▇▇▇▇▇▇▇▇ ABA #▇▇▇▇▇▇▇▇▇ Re: Pep Boys November/95 Operating Lease Any payments of rental or other amounts hereunder by Lessee made other than in accordance with the foregoing requirements shall be at Lessee's peril and shall not be credited for the Equipmentbenefit of Lessee hereunder unless and until such funds are actually received by Lessor. If any payment of Net Rent, Additional Rent, or other sum due hereunder is timely made by Lessee but Lessor, as Trustee under the Declaration, fails to make timely distribution of the amounts in question to the Instrument Holder(s) entitled to receive such amounts, Lessee shall have no responsibility for any late fees or other compensatory payments due to the Instrument Holders in respect of such late payment by the Trustee, nor subject to any other consequences arising therefrom. (e) Agent shall endeavor to send to Lessee on a semiannual Rental Payment monthly basis an invoice stating the amount of Net Rent due for the month in question. While the delivery of such an invoice is not a condition precedent to Lessee's obligation to pay the Net Rent due hereunder, if Agent fails to sent an invoice Lessee shall not be deemed to be in default of its obligations to pay Net Rent hereunder if, on the date the Net Rent is due hereunder Lessee (i) pays to Lessor an amount equal to the amount of Net Rent that was due and payable for the preceding month hereunder, (ii) delivers to Agent a written notice that Lessee did not receive an invoice for the month in question and is therefore unable to compute the exact amount due for the month in question, and (iii) Lessee makes any reconciliation payments necessary such that Lessee pays the correct amount of Net Rent hereunder for the month in question within five (5) Business Days after Lessee receives a reconciliation invoice. If the amount actually paid by Sublessor under Lessee is more than the LeaseNet Rent due for the month, on Lessor shall refund the dates overage to Lessee within five (5) Business Days after the reconciliation invoice is produced by Agent. Any positive difference between the amount of Net Rent due to Lessor and the actual amount paid by Lessee pursuant to the foregoing provision shall bear interest at the Applicable Rate for the period between the date the Net Rent payment is due hereunder and the date such reconciliation payment is actually made by Lessee, and in the amounts event the actual payment of Net Rent made by Lessee as set forth aforesaid is more than the amount of Net Rent due for the month in Exhibit D attached hereto (such payment due dates are referred question, any credit or refund to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, Lessee shall likewise bear interest at the address set forth Applicable Rate from the date the Net Rent was paid by Lessee until such refund payment is made. (f) The Lessee shall perform all of its obligations under this Lease at its sole cost and expense and shall pay, when due and without notice or demand (except as otherwise provided in the records maintained this Lease), all amounts due hereunder. The Lessee agrees to pay on demand (i) all Impositions (as defined in Section 6) (subject to Lessee's rights pursuant to Section 19 paragraph 6) and (ii) all reasonable fees and expenses of the Lease. Rental Payments due counsel to each of Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment DateAgent, in immediately available funds at connection with the address specified preparation, execution, delivery, modification and amendment of this Lease and any other documents to be delivered in connection herewith or therewith or in connection with or arising out of any refinancing or refunding thereof requested or consented to by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time Lessee. (g) In the event that Lessee shall fail to time as provided in pay any portion of any installment of Net Rent on the Lease. In additionday on which such installment is due, to the extent permitted by law, Sublessee applicable law there shall pay when due be added to Sublessor or such unpaid amount a late charge of two percent (2%) of the amount owed in order to compensate Lessor and Agent for the extra administrative expenses incurred. Any such late charges shall be paid by Lessee in the same manner as hereinabove provided for the payment of Net Rent. The foregoing provision shall not be deemed to limit Lessor, 's right to receive interest at the Default Rate with respect to such payment as provided in subsection 4(c) above. (h) Notwithstanding the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and foregoing Lessor shall waive any late charges and/or any extra amounts due and owing under by Lessee as a result of the Lease or this Sublease application of the Default Rate to late payments made by Lessee hereunder on up to three (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder 3) occasions during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include Term so long as the payment in each such budget request for each fiscal year question is made during the Lease Term applicable grace or cure period such that the Payments to late payment in question does not become due in such fiscal year, thereby securing the appropriation an Event of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due Default hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.

Rent. Sublessee On the date that Tenant executes this Lease, Tenant shall pay deliver ---- to Landlord the order of Sublessororiginal executed Lease, as rent the Base Rent (which shall be applied against the Rent payable for the Equipmentfirst month Tenant is required to pay Base Rent), a semiannual Rental Payment equal the Security Deposit, and all insurance certificates evidencing the insurance required to be obtained by Tenant under Section 12 of this Lease. Tenant agrees to pay Landlord, without prior notice or demand, or abatement, offset, deduction or claim, the amount Base Rent described on Page 1, payable by Sublessor under the Lease, in advance at Landlord's address shown on Page 1 on the dates and in first day of each month throughout the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 term of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior In addition to the corresponding Master Base Rent set forth on Page 1, Tenant shall pay Landlord in advance and on the first (1st) day of each month throughout the term of this Lease Payment Date(including any extensions of such term), in immediately available funds at the address specified by Lessor. Sublesseeas Additional Rent Tenant's periodic obligation for Rental Payments share, as set forth on Page 1, of Operating Expenses, Tax Expenses, Common Area Utility Costs, and Utility Expenses, and Administrative Expenses all in Exhibit D attached hereto may be amended from time the manner as specified in Sections 6.1, 6.2, 6.3, 6.4 and 7 of this Lease, respectively. Additionally, Tenant shall pay to time Landlord as Additional Rent hereunder, immediately on Landlord's demand therefor, any and all reasonable and actual costs and expenses incurred by Landlord to enforce the provisions of this Lease, including, but not limited to, costs associated with any proposed assignment or subletting of all or any portion of the Premises by Tenant, costs associated with the delivery of notices, delivery and recordation of notice(s) of default, attorneys' fees, expert fees, court costs and filing fees (collectively, the "Enforcement Expenses"). The term "Rent" whenever used herein refers to the aggregate of all these amounts. Except as otherwise provided in Addendum 1. If Landlord permits Tenant to occupy the Premises without requiring Tenant to pay rental payments for a period of time, the waiver of the requirement to pay rental payments shall only apply to waiver of the Base Rent and Tenant shall otherwise perform all other obligations of Tenant hereunder, including, but not limited to paying to Landlord any and all amounts considered additional rent, such as Tenant's share of Operating Expenses, Tax Expenses, Common Area Utility Costs, and Utility Expenses, and Administrative Expenses. If, at any time, Tenant is in default of or otherwise breaches any term, condition or provision of this Lease, any such waiver by Landlord of Tenant's requirement to pay rental payments shall be null and void and Tenant shall immediately pay to Landlord all rental payments waived by Landlord. In addition, to The Rent for any fractional part of a calendar month at the extent permitted by law, Sublessee commencement or termination of the Lease term shall pay when due to Sublessor or to Lessorbe a prorated amount of the Rent for a full calendar month based upon a thirty (30) day month. The prorated Rent shall be paid on the Commencement Date and the first day of the calendar month in which the date of termination occurs, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.

Rent. Sublessee shall ▇▇▇▇▇▇ agrees to pay to Landlord the order of Sublessor, as rent for Minimum Monthly Rent on or before the Equipment, a semiannual Rental Payment equal to the amount payable by Sublessor under the Lease, on the dates and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 first day of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to first full calendar month of the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 term hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On a like sum on or before the first day of each fiscal year of Sublessee and every successive calendar month thereafter during the Lease Termterm hereof, Sublessee will provide Lessor except that the fourth month's rent shall be paid upon the execution hereof. Rent for any period during the term hereof which is for less than one (1) month shall be a prorated portion of the monthly installation herein, based upon a thirty (30) day month. Rental shall be paid to Landlord, without deduction of offset in lawful money of the United States of America, which shall be legal tender at the time of payment to such person or place as Landlord may from time to time designate in writing. Any costs incurred by Landlord in providing auxiliary aids or services or in undertaking barrier removal efforts as defined in and pursuant to the Americans With Disabilities Act of 1990 and the regulations promulgated thereunder, as the same may be amended or supplemented from time to time, or in any similar federal, state, or local law or ordinance which are directly attributable to or arise primarily from Tenant's use or occupancy of the Premises shall be deemed additional rent, and shall be paid in full by Tenant within 30 days after Landlord gives Tenant written notice that such cost has been incurred by Landlord. All charges and other costs and expenses which ▇▇▇▇▇▇ is required to pay hereunder, together with an Appropriation Certificate for this Sublease all interest and penalties that may accrue thereon in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient event of Tenant's failure to make pay such amounts (including interest and late charges), and all Payments during damages, costs and expenses which Landlord may incur by reason of any default of Tenant or failure on Tenant's part to comply with the Lease Term terms of this Sublease Lease, including Landlord's reasonable attorneys' fees, shall be deemed to be additional rent and, in the event of nonpayment by ▇▇▇▇▇▇, Landlord shall have all rights and remedies with respect thereto as Landlord has for the nonpayment of Minimum Monthly Rent. This Lease can be obtainedis what is commonly called a "Net, Net, Net Lease", it being understood that the Landlord shall receive the rent set forth in this Paragraph 4, free and clear of any and all other impositions, taxes, liens, charges or expenses of any nature whatsoever in connection with the ownership, leasing and operation of the Premises. Sublessee currently intends In addition to do the rent reserved by this paragraph, Tenant shall pay to the parties respectively entitled thereto all things lawfully within its power impositions, insurance premiums, operating charges, maintenance charges, construction costs and any other charges, costs and expenses shall constitute additional rent, and upon the failure of Tenant to obtain pay any of such costs, charges or expenses, Landlord shall have the same rights and maintain funds from which remedies as otherwise provided in this Lease for the Payments may be made. Sublessee hereby acknowledges its obligations failure of Tenant to make payments under all the various circumstances described abovepay rent.

Rent. (a) The Rent Commencement Date shall be May 1, 2004, Sublessee shall covenants and agrees to pay to Sublessor during the order term of this Sublease base rent (the “Base Rent”), without deduction or offset and without notice or demand, at the Sublessor’s address, as rent for the Equipment, a semiannual Rental Payment equal to the amount payable by Sublessor under the Lease, on the dates and in the amounts as set forth in Exhibit D attached hereto Paragraph 14 hereof, or to such other entity or at such other place as Sublessor may from time to time designate in writing as follows: Period Monthly Base Rent Annual RSF 82 Months $ 24,800.00 $ 10.40 (such payment due dates are referred b) In addition to herein Base Rent, Sublessee covenants and agrees to pay Sublessor during the term of this Sublease the following expense items (collectively, the “Additional Rent”): (a) beginning January 1, 2005, thirty three percent (33%) (“Sublessee’s Proportionate Share”) of any increase in the “Operating Expenses,” as "Sublease Payment Dates"). defined in Section 4 of the Lease, incurred by Sublessor hereby directs pursuant to the terms of the Lease, over the Operating Expenses incurred by Sublessor for the calendar year 2004, which payments shall payable by Sublessee to make all Payments otherwise Sublessor in such amounts and in the same manner as Sublessor is obligated to Landlord for said expenses as set forth in Section 4 of the Lease; (b) beginning on the Commencement Date, any costs, fees or charges owed or payable by Sublessee pursuant to any services provided to Sublessee by Landlord or Sublessor, whether with or without Sublessor’s permission, that are directly related to the Sublet Premises, including, but not limited to electricity, excess electricity or other utilities and any overtime HVAC charges related to the Sublet Premises; and (c) beginning on the Commencement Date, such other sums of money as shall become due and payable by Sublessor to Lessor under the Landlord pursuant to the Lease directly to Lessor, or due to the assignee actions or inactions of Lessor, if any, at the address set forth Sublessee in the records maintained pursuant to Section 19 default of this Sublease or the Lease. Rental Payments due The Base Rent and Additional Rent are collectively referred to Lessor from hereinafter as the “Rent.” Notwithstanding anything contained herein to the contrary, although Sublessee shall not be due and payable on each Sublease Payment Daterequired to pay Sublessee’s proportionate share of Operating Expenses until January 1, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law2005, Sublessee shall nevertheless be required to pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Subleasefor any overtime charges, including, without limitation, those amounts payable under Sections 8 electricity and 9 hereof and HVAC, or any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments"additional services used by it, as used herein, shall refer to Rental Payments and Additional Payments. of the Commencement Date. (c) Other than Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient ’s obligation to pay the Payments coming due therein. Upon adoption Sublessee’s share of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[Operating Expenses, which measures includeobligation shall commence as of January 1, without limitation2005, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments other Rent shall be subject paid to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before Sublessor in advance, on the first day of each fiscal year of Sublessee during and every month throughout the Lease Term, commencing on the Commencement Date. If the Term shall commence or end on a day other than the first day of a month, then the monthly installments of Base Rent for the first and last partial month shall be prorated on a per diem basis. Upon the execution of this Sublease, Sublessee will provide Lessor shall pay one monthly installment of Base Rent on account of the first full calendar month of the Term and a prorated monthly installment of Base Rent for any partial month of the Term that may precede such full calendar month, with an Appropriation Certificate the first such monthly payment of Rent being due and payable upon the execution and delivery hereof by Sublessee to Sublessor. If Sublessee fails to pay any installment of Rent within ten (10) days after same is due, such unpaid amount shall incur a five (5%) late charge, which amount shall be immediately due and payable to Sublessor. Any sums not paid as required hereunder shall bear interest from the due date until paid in full at a rate equal to the lesser of (a) the highest rate announced from time to time as the prime interest rate by The Wall Street Journal plus three (3) percentage points; or (b) the maximum legal rate allowed by law. If Sublessee makes two (2) consecutive payments of Rent which are returned to Sublessor by Sublessee’s financial institution for this Sublease insufficient funds, Sublessor may require, by giving written notice to Sublessee, that all future payments of Rent shall be made in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally immediately available funds by cashier’s check or by wire transfer. The foregoing is in an amount sufficient addition to make all Payments during the Lease Term any other remedies of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described aboveSublessor hereunder, at law or in equity.

Rent. (a) Commencing on January 1, 2018, Sublessee shall pay to Sublessor the order following amounts as base rent (the “Base Rent”) during the Term of this Sublease: Dates Annual Base Rent Per Annum Monthly Base Rent Rent Per Square Foot (b) Notwithstanding the foregoing, Sublessee shall make the first payment of Base Rent, together with the security deposit described below, at the time of Sublessee’s execution and delivery of this Sublease to Sublessor, as rent for the Equipment, a semiannual Rental Payment equal . The Base Rent is intended to the amount be absolutely net of any and all other costs and expenses that may be or become due and payable by Sublessor under the LeasePrime Lease (except as otherwise expressly provided in paragraph (c) below), on including without limitation Sublessor’s share of Operating Expenses, the dates Property Management Fee and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise Personal Property Taxes payable by Sublessor to Prime Lessor under the Lease directly to LessorPrime Lease, or all of which shall be paid by Sublessee as additional rent in addition to the assignee of Lessor, if any, at the address Base Rent set forth above. Base Rent and additional rent shall sometimes be referred to as “Rent” in the records maintained pursuant to Section 19 of the Leasethis Sublease. Rental Payments due to Lessor from Sublessee All Rent shall be due and payable in monthly installments in advance on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year calendar month, without demand, deduction, counterclaim or setoff, except as expressly otherwise provided in this Sublease. Rent for any partial month shall be prorated and paid on the first day of any partial month. Sublessee shall pay as additional rent for all other expenses for which Sublessor is or would be responsible under the Prime Lease. (c) As additional rent, Sublessee shall pay all amounts for which Sublessor is required to pay to Prime Lessor under the Prime Lease in connection with the Sublease Premises (other than the Base Rent due under the Prime Lease and any Additional Rent payable by Sublessor to Prime Lessor pursuant to Section 29.4(f) of the Prime Lease), including without limitation Sublessor’s share (as determined under the Prime Lease) of Operating Expenses, the Property Management Fee and Personal Property Taxes. In addition to the Base Rent and additional rent, Sublessee agrees to pay to Sublessor all Sublessee Surcharges (as hereinafter defined) as further additional rent hereunder as hereinafter provided. As used herein, the term “Sublessee Surcharges” shall mean any and all amounts which become due and payable by Sublessor to the Prime Lessor under the Prime Lease, and which would not have become due and payable but for the acts and/or failures to act of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for under this Sublease or which are otherwise attributable to the Sublease Premises, including, but not limited to: (i) any increases in the form attached hereto Prime Lessor’s fire, rent or other insurance premiums resulting from any act or omission of Sublessee, and (ii) any additional rent or charges under the Prime Lease payable by Sublessor on account of any other additional service as Exhibit G. may be provided for or on behalf of Sublessee reasonably believes under the Prime Lease, or with the consent of the Prime Lessor, and (iii) the reasonable charges for any services that legally available funds in an amount sufficient to make all Payments during may be provided for Sublessee or the Lease Term of this Sublease and the Lease can be obtainedPremises hereunder where a separate charge is provided for. Sublessee currently intends shall pay any Sublessee Surcharge within thirty (30) days after the presentation of a statement therefor by the Sublessor to do Sublessee, provided that all things lawfully within its power payments of additional rent shall in any event be made to obtain and maintain funds from Sublessor (or, if Sublessor directs in writing, to Prime Lessor) no later than five (5) business days prior to the date on which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments same will become due under all the various circumstances described abovePrime Lease.

Rent. Sublessee shall The Trustee is not obligated to pay any rent under this Site Lease. The consideration to the order of Sublessor, as rent Site Lessor for the Equipmentright to use the Leased Property during the Site Lease Term is the deposit of proceeds of the Series 2017J Certificates into the Project Account held by the Trustee under the Indenture to finance the Project of the Site Lessor or a charter school for which the Site Lessor is the Chartering Authority. The provisions of Article IV of this Site Lease are intended to assure that the State or another lessee, a semiannual Rental Payment sublessee or assignee pays Additional Rent in accordance with the 2017J Lease or an amount equal to the amount payable by Sublessor Additional Rent that would have been paid under the 2017J Lease under another instrument executed and delivered pursuant to Article IV of this Site Lease. TITLE TO LEASED PROPERTY; ENCUMBRANCES, EASEMENTS, MODIFICATIONS, SUBSTITUTION, DAMAGE, PERSONAL PROPERTY Title to Leased Property. Title to the Leased Property shall be held in the name of the Site Lessor, subject to this Site Lease, the 2017J Lease and the Sublease of the Site Lessor or a charter school for which the Site Lessor is the Chartering Authority. Limitations on Disposition of and Encumbrances on Leased Property. Except as otherwise permitted in this Article or Article VII or VIII hereof and except for Permitted Encumbrances, the Site Lessor shall not sell, assign, transfer or convey any portion of or any interest in the Leased Property or directly or indirectly create, incur or assume any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to the Leased Property. Granting of Easements. The Site Lessor shall, at the request of the Trustee or the State consent to grants of easements, licenses, rights‑of‑way and other rights or privileges in the nature of easements with respect to the Leased Property on the dates same terms and in the amounts same manner as set forth in Exhibit D attached hereto (such payment due dates are referred the Trustee is required to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained do so pursuant to Section 19 7.03 of the 2017J Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.

Rent. Sublessee Basic rents and payments or reimbursements for taxes, utilities and operating expenses and all other charges or reimbursables as and when collected under the Leases including without limitation charges for any special services provided to any Tenant, overtime HVAC or special cleaning (collectively, the "Rents") shall pay be prorated; provided, however, that all Rents collected after the Closing under the Leases shall be applied, on a Lease by Lease basis, first, to satisfy obligations attributable to the order payment period in which Closing occurs, second, in payment of Sublessor, as rent all current Rents due and payable for the Equipmentperiod after the Closing, a semiannual Rental Payment equal third, after Rents for all current periods have been satisfied in full in payment of Rents in arrears for the periods prior to the amount payment period in which the Closing occurs. At Closing, Seller shall assign to Purchaser all of its claims or causes of action against existing Tenants, if any. If at the time of Closing (as reflected in a Schedule to be delivered by Seller at Closing of all amounts known to Seller as due and payable by Sublessor under any Tenant for the Leaseperiod prior to Closing but uncollected as of Closing, on whether or not past due) or thereafter there are Rents owed by Tenants to Seller, then Purchaser will make commercially reasonable efforts, without suit, to collect the dates same for the account of Seller and in any such Rents, if received, shall have been received by Purchaser for the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred account of Seller and will be remitted by Purchaser to herein as "Sublease Payment Dates")Seller within 15 days of receipt. Sublessor hereby directs Sublessee Seller expressly agrees that if Seller receives any Rents directly from Tenants after the Closing Date, Seller shall remit same to make all Payments otherwise payable by Sublessor Purchaser within 15 days after receipt thereof and Purchaser shall deliver to Lessor under Seller the Lease directly to Lessor, or to the assignee of Lessoramount thereof, if any, at the address set forth in the records maintained to which Seller is entitled pursuant to Section 19 of the Leaseterms hereof within 15 days after receipt thereof. Rental Payments due to Lessor from Sublessee All prepaid Rents and charges for the period following the Closing shall be due and payable on each Sublease Payment Datepaid over (or credited) by Seller to Purchaser at Closing. After the Closing, which date Seller shall not be fifteen (15) days prior entitled to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended collect or attempt to collect Rents from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are Tenants due and owing by Sublessor to Seller, except those whose Lease or Sublessee right to possession under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 has been terminated and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor connection with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges Tenant has either vacated its obligations to make payments under all the various circumstances described abovepremises or summary proceedings have been instituted.

Rent. Sublessee shall agrees to pay to Sublessor the order of Sublessor, as rent for Minimum Monthly Rent on or before the Equipment, a semiannual Rental Payment equal to the amount payable by Sublessor under the Lease, on the dates and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 first day of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to first full calendar month of the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 term hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On a like sum on or before the first day of each fiscal year and every successive calendar month thereafter during the term hereof, except that the first month's rent shall be paid upon the execution hereof. Rent for any period during the term hereof which is for less than one (1) month shall be a prorated portion of the monthly installment herein, based upon a thirty (30) day month. Rental shall be paid to Sublessor, without deduction or offset, in lawful money of the United States of America, which shall be legal tender at the time of payment to such person or place as Sublessor may from time to time designate in writing. Any costs incurred by Sublessor in providing auxiliary aids or services or in undertaking barrier removal efforts as defined in and pursuant to the Americans With Disabilities Act of 1990 and the regulations promulgated thereunder, as the same may be amended or supplemented from time to time, or in any similar federal, state, or local law or ordinance which are directly attributable to or arise primarily from Sublessee's use or occupancy of or improvements to the Premises shall be deemed additional rent, and shall be paid in full by Sublessee within 30 days after Sublessor gives Sublessee written notice that such cost has been incurred by Sublessor. All direct expenses and other costs and expenses which Sublessee is required to pay hereunder, together with all interest and penalties that may accrue thereon in the event of Sublessee's failure to pay such amounts (including interest and late charges), and all damages, costs and expenses which Sublessor may incur by reason of any default of Sublessee during or failure on Sublessee's part to comply with the Lease Termterms of this Sublease, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease including Sublessor's reasonable and actual attorney's fees, shall be deemed to be additional rent and, in the form attached hereto event of nonpayment by Sublessee, Sublessor shall l have all rights and remedies with respect thereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during Sublessor has for the Lease Term nonpayment of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described aboveMinimum Monthly Rent.

Rent. Sublessee shall pay to the order of SublessorAll rents, as rent for the Equipment, a semiannual Rental Payment equal to the amount payable by Sublessor under the Lease, on the dates fees and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Subleasecharges, including, without limitation, those payments of minimum or base rents, fixed monthly rents, additional rents, retroactive rents, operating cost pass-through, rent escalations, percentage rents, sign revenues, other receipts, operating expenses of the Property, tenant expenses, taxes, assessments, electricity and other utilities, common area maintenance and services, other escalation charges and other amounts due Seller pursuant to the Leases or due Seller with respect to the Property generally or otherwise payable under Sections 8 and 9 hereof and any late charges the Leases (all of the foregoing may hereinafter be collectively referred to as "Rents") shall be prorated as of the Close of Escrow. Subject to the provisions below, Rents delinquent at the Close of Escrow shall be prorated to the Close of Escrow when collected. Rents collected within twelve (12) months after the Close of Escrow shall be deemed to apply (after deduction of costs for collections) first to Rents currently or past due and payable to Buyer for the period after Close of Escrow from tenants making such payments, and second to Rents which are due and payable to Seller for the period prior to Close of Escrow from tenants making such payments. Buyer shall at all times for twelve (12) months after the Close of Escrow, continue to invoice tenants for all Rents which are delinquent or unpaid as of the Close of Escrow or which otherwise belong to Seller pursuant to this Agreement. Rents collected by Buyer after the Close of Escrow, to which Seller is entitled under this Paragraph, shall be promptly paid over, in cash, to Seller after deduction of any reasonably incurred collection costs but otherwise without offset or deduction. Seller reserves the rights to all delinquent or past due Rents owing under to Seller for periods prior to the Close of Escrow and Buyer acknowledges that such Rents are the property of Seller and are hereby specifically reserved by Seller. Such reservation by Seller and the foregoing rights of Seller shall survive the Close of Escrow, the recordation of the Deed and the execution, delivery and recordation of the Lease Assignment (defined below) and shall supersede any provision herein or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the LeaseLease Assignment tothe contrary. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFFSeller may proceed to institute any and all legal proceedings to which it is legally entitled to recover such amounts from such tenants, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants except that Seller shall not be permitted to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible institute legal proceedings for preparing and presenting unlawful detainer against such tenants or to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments seek to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]]terminate their Leases.[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.

Rent. Sublessee Rent and additional rent under the Leases shall pay to be prorated as of the order Cut-Off Time on a per diem basis and Buyer shall receive a credit for its proportionate share of Sublessor, as the rent previously actually received by Seller for the Equipmentmonth in which the Closing Date occurs and for all rent actually prepaid by more than thirty (30) days. Buyer shall receive a credit for all cash Advance Deposits (if any) that Seller holds as of the Closing Date, other than any assignable certificates of deposit or letters of credit, which shall be assigned to Buyer, provided that Buyer and Buyer’s Principals, jointly and severally, indemnify, defend (with counsel reasonably acceptable to Seller) and hold Seller and the other Seller Parties harmless from any and all obligations relating to such Advance Deposits assigned to Buyer. Seller shall cooperate with Buyer and execute all reasonable, necessary documents and instruments and undertake communications with parties to such certificates of deposits and letters of credit to facilitate their transfer to Buyer. Buyer shall be responsible for setting up accounts and making necessary deposits with respect to cash Advance Deposits. At Closing, Seller shall provide Buyer with a semiannual Rental Payment equal to the amount payable by Sublessor under the Lease, on the dates and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee statement of Lessorarrearages, if any, at under the address set forth in Leases. If the records maintained pursuant to Section 19 any of the Lease. Rental Payments due to Lessor from Sublessee Leases contains obligations for utility charges, rent escalations for taxes or other operating expenses, insurance or other forms of additional rent, and Seller shall have collected any portion of such additional rent for a period on or after the Closing Date, then the same shall be due apportioned and payable on each Sublease Payment credit given to Buyer for such period. If such additional rent have not been billed, or if billed, have not been collected by Seller as of the Closing Date, which date then Buyer shall (i) in good faith and with due diligence ▇▇▇▇ and collect such additional rent and when the amount of such additional rent is determined and collected by Buyer, the same shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time apportioned as provided in the Lease. In additionherein, (ii) to the extent permitted by lawallocable to Seller, Sublessee shall pay when due hold the first monies so received in trust for the benefit of Seller, and (iii) to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient extent required to pay the Payments coming amounts due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay Seller for the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject period up to the annual appropriation of funds sufficient Closing Date, promptly remit the same to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described aboveSeller.

Rent. Sublessee (a) Commencing on the Commencement Date and on the first (1st ) day of each month thereafter and continuing until the Initial Expiration Date, Subtenant shall pay to the order of SublessorSublandlord, as rent for the Equipmentuse of Premises, annual “Base Rent” at a semiannual Rental Payment equal rate of Two Dollars and Sixty Cents ($2.60) per square foot of Rentable Area, for a total monthly amount of Eighteen Thousand Two Hundred Ninety Eight Dollars and Eighty Cents ($18,298.80) . (b) Subtenant shall pay as “Additional Rent” any late fees and charges, Excess Utility Costs, Special Cleaning Services Charges or other charges owed by Subtenant under this Sublease. The Parties hereby acknowledge and agree that notwithstanding anything herein to the amount contrary, in no event shall the Additional Rent payable by Sublessor Subtenant hereunder be deemed to include Tenant’s Proportionate Share of any increases in Insurance Costs, Operating Costs and/or Taxes as contemplated under Section 6.2 of the LeaseLease and Sublandlord shall remain solely responsible for all such costs. In the event any of the Lease Provisions that are incorporated into this Sublease contain references to Tenant’s Proportionate Share of Operating Costs and/or Taxes, on the dates such language shall be disregarded and in the deemed inapplicable to Subtenant’s obligations under this Sublease. (c) Base Rent, Additional Rent and all other amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor Subtenant hereunder (collectively, “Rent”), shall be paid by Subtenant in United States legal tender, without any set-off or deduction whatsoever, to Lessor under Sublandlord at the Lease directly to Lessorfollowing address: Accesia, Inc. c/o The ▇▇▇▇▇▇▇▇ Organization, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, or to such other party or such other place as Sublandlord may from to time designate in writing to Subtenant. (d) Base Rent for each month during the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee Sublease Term shall be due and payable in advance, on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first (1st) day of each fiscal year month, without demand and without any set-off or deduction whatsoever. If Base Rent, Additional Rent, or any other sums payable by Subtenant to Sublandlord hereunder are not paid by Subtenant when such payment is due, Subtenant shall pay Sublandlord interest and late charges on all overdue amounts as provided in Sections 33.8 and 33.9 of Sublessee the Lease. Notwithstanding the foregoing, Sublandlord will not assess a late charge until Sublandlord has given written notice of such late payment for the first late payment in any twelve (12) month period and after Subtenant has not cured such late payment within three (3) days from receipt of such notice. No other notices will be required during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate following twelve (12) months for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient a late charge to make all Payments be incurred. Rent for any partial month during the Lease Sublease Term shall be prorated by dividing the number of days in such month that fall within the Sublease Term by the total number of calendar days in such month. Concurrently with the execution of this Sublease and Sublease, Subtenant shall pay Sublandlord Base Rent for the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described abovefirst month of this Sublease.

Rent. Sublessee (a) Commencing on the Commencement Date and on the first (1st) day of each month thereafter and continuing until the Initial Expiration Date, Subtenant shall pay to the order of SublessorSublandlord, as rent for the Equipmentuse of Premises, annual “Base Rent” at a semiannual Rental Payment equal rate of Two Dollars and Sixty Cents ($2.60) per square foot of Rentable Area, for a total monthly amount of Eighteen Thousand Two Hundred Ninety Eight Dollars and Eighty Cents ($18,298.80). (b) Subtenant shall pay as “Additional Rent” any late fees and charges, Excess Utility Costs, Special Cleaning Services Charges or other charges owed by Subtenant under this Sublease. The Parties hereby acknowledge and agree that notwithstanding anything herein to the amount contrary, in no event shall the Additional Rent payable by Sublessor Subtenant hereunder be deemed to include Tenant’s Proportionate Share of any increases in Insurance Costs, Operating Costs and/or Taxes as contemplated under Section 6.2 of the LeaseLease and Sublandlord shall remain solely responsible for all such costs. In the event any of the Lease Provisions that are incorporated into this Sublease contain references to Tenant’s Proportionate Share of Operating Costs and/or Taxes, on the dates such language shall be disregarded and in the deemed inapplicable to Subtenant’s obligations under this Sublease. (c) Base Rent, Additional Rent and all other amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor Subtenant hereunder (collectively, “Rent”), shall be paid by Subtenant in United States legal tender, without any set-off or deduction whatsoever, to Lessor under Sublandlord at the Lease directly to Lessorfollowing address: Accesia, Inc. c/o The ▇▇▇▇▇▇▇▇ Organization, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, or to such other party or such other place as Sublandlord may from to time designate in writing to Subtenant. (d) Base Rent for each month during the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee Sublease Term shall be due and payable in advance, on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first (1st) day of each fiscal year month, without demand and without any set-off or deduction whatsoever. If Base Rent, Additional Rent, or any other sums payable by Subtenant to Sublandlord hereunder are not paid by Subtenant when such payment is due, Subtenant shall pay Sublandlord interest and late charges on all overdue amounts as provided in Sections 33.8 and 33.9 of Sublessee the Lease. Notwithstanding the foregoing, Sublandlord will not assess a late charge until Sublandlord has given written notice of such late payment for the first late payment in any twelve (12) month period and after Subtenant has not cured such late payment within three (3) days from receipt of such notice. No other notices will be required during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate following twelve (12) months for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient a late charge to make all Payments be incurred. Rent for any partial month during the Lease Sublease Term shall be prorated by dividing the number of days in such month that fall within the Sublease Term by the total number of calendar days in such month. Concurrently with the execution of this Sublease and Sublease, Subtenant shall pay Sublandlord Base Rent for the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described abovefirst month of this Sublease.

Rent. In addition to the other obligations of Sublessee set forth herein, Sublessee shall pay to the order of Sublessor, Sublessor as annual rent ("Basic Rent") for the Equipment, a semiannual Rental Payment Sublease Term the sum of Two Hundred Twenty-One Thousand One Hundred Twenty-Two and No/100 Dollars ($221,122.00) per annum. An amount equal to one-twelfth (1/12) of such annual rent (Eighteen Thousand Four Hundred Twenty-Six and 83/100 Dollars ($18,426.83)) shall be payable in advance on the amount payable by first day of each month of the Sublease Term, without deduction or offset and without prior notice or demand; provided, however, that all such rentals shall be prorated to account for partial months during the first and/or last months during the Sublease Term. In addition, Sublessee shall pay sixty-two and one tenth percent (62.1%) of all taxes, assessments, utilities, insurance, common area costs and other expenses or costs which Sublessor is hereafter required to pay as Lessee under the Lease, on the dates and in the amounts as set forth in Exhibit D attached hereto Master Lease (such payment due dates are referred to herein as "Sublease Payment DatesAdditional Rent"). Installments of Additional Rent shall be payable to Sublessor hereby directs Sublessee at the same times Sublessor is required to make all Payments otherwise payable by Sublessor to Lessor pay such expenses under the Lease directly Main Lease. For non-monthly installments of Additional Rent, Sublessor shall provide notice of such amounts due within three (3) business days of Sublessor's receipt of notice thereof from Master Landlord. Sublessor shall provide Sublessee with copies of all supporting information for Additional Rent which Sublessor receives from Master Lessor. Sublessee's obligation for installments of Additional Rent for any period prior to Lessorexpiration or termination of this Sublease shall survive such expiration or termination. In the event any amount included in the Additional Rent is subject to year-end adjustment under the Master Lease, Sublessee shall be entitled to or responsible for sixty-two and one tenth percent (62.1%) of the amount it has overpaid or underpaid as to the assignee that component of Lessor, if any, Additional Rent. Rents shall be paid to Sublessor at the address set forth below. The terms and provisions of Section 4.01 and Section 4.02 of the Master Lease shall apply to Sublessee in the records maintained pursuant to Section 19 event of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely delinquent payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate Basic Rent or amount [include for municipal Sublessees only]]Additional Rent.[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.

Rent. The Sublessee shall covenants and agrees to pay to the order of Sublessor, or as the Sublessor may in writing direct, in lawful money of Canada, without any claim, setoff, compensation or deduction whatsoever, the aggregate of the following sums: (a) dollars ($) being rent for in respect of each year or part of a year of the EquipmentTerm as set out in Schedule C and payable in advance on the date of this Sublease; and (b) Additional Rent, a semiannual Rental Payment equal which shall be payable as and when required pursuant to the amount payable terms and conditions of this Sublease. The Sublessor has been advised by its legal counsel that the sublease of the Leased Premises is not subject to Harmonized Sales Tax (“HST”) or the proposed Goods and Services Tax (“GST”) (herein “GST/HST”). If it is determined that the disposition by the Sublessor under to the LeaseSublessee of the sublease interest in the Leased Premises is subject to GST/HST, the Lessor will pay the GST/HST provided that the Sublessee promptly executes and returns, at no cost to the Sublessor, any and all documents required by the Sublessor, to assign and transfer to the Sublessor any New Housing Rebate that might apply in respect of the sublease of the Leased Premises. The Sublessee hereby irrevocably assigns and transfers to the Sublessor any New Housing Rebate, or refund, or reduction of GST/HST to which Sublessee may be entitled, and authorizes the Sublessor and its agents to apply for and collect any such rebate, refund or reduction. The Sublessor irrevocably appoints the Sublessee and the Sublessee’s authorized signatories as attorney of the Sublessee to execute, on behalf of the dates and Sublessee, all such documents. If it is determined that the Sublessee’s use of the Leased Premises results in Rent being subject to GST/HST, the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or will pay to the assignee Sublessor such GST/HST amounts, when due, as Additional Rent. Any purported set off, withholding or deduction of Lessor, if any, at Rent by the address set forth in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall deemed to be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or a breach of this Sublease, includingand entitle the Sublessor, without limitationat its option, those amounts payable under Sections 8 and 9 hereof and to exercise any late charges due and owing under the Lease right or remedy available to it pursuant to this Sublease (the "Additional Payments")or at law. The term "Payments"Sublessee will have no right to a refund of, as used hereinand the Sublessor will not be liable to the Sublessee for refunding, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described any Rent in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during event of the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term termination of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described aboveSublease.

Rent. Sublessee shall pay to Sublessor as base rent (without any deduction, setoff, notice or demand, except as otherwise allowed hereunder) for the order Premises the number of rentable square feet (18,161) multiplied by the monthly base rent per rentable square foot specified in the following table, due in advance on the first day of each calendar month of the Term. Through May 31, 2001 $3.25 June 1, 2001 to May 31, 2002 $3.348 June 1, 2002 to May 31, 2003 $3.448 June 1, 2003 to May 31, 2004 $3.558 Sublessee shall prepay June 2001 rent to Sublessor upon Sublease execution. Rent for a partial calendar month at the beginning or end of the Term shall be prorated on a per diem basis. Sublessee shall pay to Sublessor 72.56% (“Sublessee’s Pro Rata Share”) of Sublessor’s share of Excess Expenses, as rent for the Equipment, a semiannual Rental Payment equal but only to the amount payable by Sublessor under extent such Excess Expenses are fairly allocable to Sublessee’s use of the Lease, on the dates and in the amounts as set forth in Exhibit D attached hereto (Premises or Shared Space. Such payment shall be due when such payment due dates Excess Expenses are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor. If Lessor makes adjustments between estimated and actual Excess Expenses under the Lease directly to LessorMaster Lease, or to the assignee obligations of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessor and Sublessee shall be due similarly adjusted; and payable on each Sublease Payment Dateto the extent any such adjustment occurs after the Term, which date this paragraph shall still apply. Sublessee shall be fifteen (15) days prior entitled to Sublessee’s Pro-Rata Share of any refund by Lessor of any overpayment of Excess Expenses relating to any period during the Term. Sublessor shall, upon Sublessee’s request, provide to Sublessee copies of Lessor’s statements of actual or estimated Excess Expenses during the Term. If the Lessor separately meters the electricity for the Master Premises and Premises, the parties shall make appropriate adjustments to the corresponding Master Lease Payment Date, in immediately available funds at Excess Expenses and then allocate the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided metered electricity expenses based on the parties’ respective equipment’s amperage draw in the Leaseserver room. In addition, either party may request the installation of separate electrical metering between the Premises and the Master Premises and the respective uses of the Shared Space, with the costs of such metering to be borne equally by both parties. The party requesting the metering shall be responsible for its installation with repayment by the other party for its share of the costs and expenses of such metering to be paid within thirty (30) days of the completion of installation. Notwithstanding anything to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or contrary contained in this Sublease, Sublease (including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under provisions of the Master Lease or incorporated into this Sublease (the "Additional Payments"Sublease). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation have any obligation to pay the Payments coming due property taxes on any Leased Equipment or Shared Equipment (as defined in the fiscal year covered by such budgetsEquipment Lease). Sublessee hereby agrees thatshall make payments to Epinions, notwithstanding the possibility that either of Inc., ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, attn: accounts receivable, or such budgets other place as Sublessor may not contain an appropriation for such amount of Payments, Sublessee's obligations designate from time to make Payments hereunder when due are absolute and unconditionaltime in writing. Sublessee further covenants that, if such appropriation is not shall also be required to pay any other Additional Rent charges under the Master Lease that are properly and fairly allocable to Sublessee’s use or occupancy of the Premises or Shared Space. Notwithstanding anything to the contrary in any such budgetthe Sublease, Sublessee will immediately take whatever measures are necessary shall not be required to ensure pay any additional rent or perform any obligation that timely payment is (i) fairly allocable to any period of all Payments will be made when due hereunder, and Sublessee will notify Lessor and time prior to the Commencement Date of the Sublease or following the expiration or sooner termination of the Sublease or (ii) payable as a result of a default by Sublessor of same[, which measures include, without limitation, the levy any of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described aboveMaster Lease.

Rent. Sublessee shall (a) Subtent covenants and agrees to pay rent to the order of Sublessor, as rent for the Equipment, a semiannual Rental Payment equal to the amount payable by Sublessor under the Lease, on the dates and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if anySublandlord, at the Sublandord’s address set forth in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee shown herein or at such place as Sublandlord shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided designate in writing and otherwise in accordance with the provisions of the Lease. In addition, to at the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as Annual Fixed Rental Rate in equal installments of 1/12th the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Annual Fixed Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described Rate in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before advance on the first day of each fiscal year calendar month included in the Term, and for any portion of Sublessee during a calendar month at the beginning or end of the Term, at that rate payable in advance for such portion. (b) Subtenant covenants and agrees to pay to Sublandlord as Additional Rent, within ten (10) days of demand therefor by Sublandlord, Subtenant’s Share of the Operating cost Escalation. (c) Subtenant covenants and agrees to pay to Sublandlord as Additional Rent, within ten (10) days of demand therefor by Sublandlord, subtenant’s Share of the Real Estate Tax Escalation. (d) Subtenant shall pay directly to the proper authorities charged with the collection thereof of all charges for electricity and (to the extent not otherwise included in Operating Costs) other utilities used or consumed on the subleased Premises by subtenant or any party claiming by, through or under Subtenant. (e) Subtenant covenants and agrees to pay monthly to Landlord all charges due under the Lease Termfor (i) any after-hours heating, Sublessee will provide Lessor air conditioning or ventilation services supplied to Subtenant in connection with an Appropriation Certificate the Subleased Premises and (ii) all other services supplied to Subtenant and/or the Subleased Premises beyond the services required to be supplied to the Subleased Premises for this Sublease Sublandlord by Landlord at no additional charge to Sublandlord. Landlord shall ▇▇▇▇ Subtenant directly for all such charges referred to in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described abovepreceding sentence.

Rent. Sublessee shall A. LESSEE agrees to pay to the order of Sublessor, as rent for the Equipmentaforesaid premises and residence privileges the sum of $10,655.00. Said sum shall be paid by LESSEE to ▇▇▇▇▇▇▇▇ University, as LESSOR’S designated collection/billing agent for housing rent and late fees, in accordance with ▇▇▇▇▇▇▇▇ University’s published invoicing and payment schedule. There will be a semiannual Rental Payment equal $30.00 service charge for any check returned by the bank for any reason. LESSEE agrees to pay the amount payable by Sublessor under the Lease, on the dates and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 of the Leasereturned check plus service charge within 3 days. Rental Payments Upon LESSEE’S breach of any term hereunder, payments due to Lessor from Sublessee shall be due hereunder are accelerated and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in become immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing directly to LESSOR. Service fees shall be deemed unpaid rent for the purposes of the five (5) day statutory notice requirement for unpaid rent. Any payments received from LESSEE shall first be applied to service charges and utilities owed from the LESSEE to LESSOR hereunder. LESSEE hereby authorizes ▇▇▇▇▇▇▇▇ University by Sublessor inserting his or Sublessee her initials following this paragraph to apply eligible funds received by LESSEE pursuant to Federal Student Aid (FSA) programs to the rent due under the Lease this paragraph. LESSEE may cancel or modify this Subleaseauthorization at any time in writing with notice to LESSOR. [LESSEE’S INITIALS]. By signing this Lease, including, without limitation, those amounts payable LESSEE is responsible for his or her financial obligations under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient LESSEE’S failure to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the LESSEE’S financial obligations pursuant to this Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease may result in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient LESSEE being administratively dis- enrolled from ▇▇▇▇▇▇▇▇ University pursuant to make all Payments during the Lease Term University Student Disclosure Statement a copy of this Sublease which LESSEE acknowledges receipt of and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments furthermore any delinquent accounts may be madeturned over to an attorney or collection agency by LESSOR, with additional attorney fees and/or collection costs incurred by the LESSOR to be added to the LESSEE’S account. Sublessee hereby acknowledges its obligations ▇▇▇▇▇▇▇▇ University is the authorized collection/billing agent for The ▇▇▇▇▇, LLC for rent and late fees only. LESSEE shall pay utilities as provided below, and shall pay the LESSOR (The ▇▇▇▇▇, LLC) the security deposit as provided below. B. THIRD PARTY GUARANTY ▇. ▇▇▇▇▇▇ restricts occupancy to make payments under all individuals enrolled at ▇▇▇▇▇▇▇▇ University. Any exception to this must be granted in writing by The ▇▇▇▇▇ management. Payment of rent by third parties shall not give third party any constructive or possessory rights to the various circumstances described aboveleased premises. D. Withdrawal or suspension from the University shall not terminate the obligation of LESSEE hereunder and LESSEE shall be liable for the aforesaid rents unless said space is leased to another resident by LESSOR or unless LESSEE provides a SUB-LESSEE suitable to LESSOR as here below provided. No refund shall be made of any pre-paid rent.

Rent. Sublessee Tenant shall pay to the order of SublessorLandlord, or with Landlord’s consent directly to Primary Landlord, as the base rent for the EquipmentPremises (the “Base Rent”) the amount set in Section 1(i), subject to adjustment as hereinafter provided. Nothing contained herein shall be construed at any time so as to reduce the Base Rent payable hereunder below the amount set forth above. Base Rent shall be adjusted in accordance with the following provisions (any such adjustment hereinafter the “Base Rent Adjustment”). Base Rent includes a semiannual Rental Payment 2008 base year attributable to Base Operating Expenses as specified in Section 1(h) (“Base Operating Expenses”). In the event actual Operating Expenses are below Base Operating Expenses, Tenant shall not be entitled to any credit or offset in any manner. Upon receipt of Primary Landlord’s estimate, Landlord shall provide Tenant with an estimate of Operating Expenses for the 2009 calendar year and each subsequent calendar year in the Term (each, an “Operating Period”). If Operating Expenses (exclusive of Taxes) per square foot of Rentable Area of the Premises during the 2009 Operating Period or each subsequent Operating Period, as estimated by Primary Landlord, exceed Base Operating Expenses (exclusive of Taxes), Tenant shall pay Base Rent for such Operating Period equal to the amount payable by Sublessor under the Lease, on the dates and in the amounts as Base Rent set forth above adjusted upward by an amount equal to the product of (i) the difference between Operating Expenses per square foot of Rentable Area of the Premises for such Operating Period and the Base Operating Expenses, multiplied by (ii) the Rentable Area of the Premises. The Base Rent Adjustment for 2009 shall not exceed 105% of the Base Operating Expenses. Thereafter, the Base Rent Adjustment shall not exceed 105% of the prior year’s Operating Expenses. This annual 5% limitation shall not apply to insurance or utilities. Landlord shall pay any Base Rent Adjustment attributable to Taxes and any special assessments paid in Exhibit D attached hereto lieu of taxes that are in excess of the 2008 base year attributable to Taxes. Landlord shall, within thirty (such payment due dates are referred to herein 30) days after receipt by Primary Landlord, furnish Tenant with a statement of the Base Operating Expenses and Operating Expenses during each subsequent Operating Period as "Sublease Payment Dates"well as a computation of the Base Rent Adjustment each as received by Landlord without adjustment of any type (“Expense Statement”). Sublessor hereby directs Sublessee Except as provided herein, failure of Landlord to make all Payments otherwise payable provide such statement within said time period shall not be a waiver of Landlord’s right to collect any Base Rent Adjustment. If such statement shows that the actual amount Tenant owes is more than the estimated Base Rent Adjustment paid by Sublessor to Lessor under Tenant, Tenant shall pay the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 difference within thirty (30) days after delivery of the LeaseExpense Statement. Rental Payments due to Lessor from Sublessee If the Expense Statement shows that Tenant paid more than the actual amount owed, Tenant shall be due and payable on each Sublease Payment Date, which date shall be fifteen receive a credit therefor within thirty (1530) days prior to after delivery of the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]]Expense Statement.[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.

Rent. Sublessee shall As consideration for the use and enjoyment of the Assets, the Lessee has the unconditional obligation to pay to the order of SublessorLessor the Total Rent specified in the Lease Exhibits, as rent for within the Equipment, a semiannual Rental Payment equal to the amount payable by Sublessor under the Lease, on the dates terms and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are the Payment Schedule. Since the term of the leases referred to herein as "Sublease Payment Dates")in the exhibit to this lease is a Fixed Term, the Lessee shall pay the full amount of rent in accordance with the provisions of Articles 2463 and 2464 of the CCF. Sublessor hereby directs Sublessee In addition, the Lessee agrees to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or pay to the assignee of LessorLessor related financial charges provided in each Lease Exhibit, if any, at including without limitation Expenses, insurance or surety bond premiums, deductibles, taxes, etcetera. The Lessee shall pay Rent and applicable related financial charges as follows: a. By payment of Rent on the address dates indicated in the Payment Schedule included in each Lease Exhibit; b. The Lessor shall issue and send to the Lessee the invoices corresponding to each Rent in accordance with the Payment Schedule set forth in the records maintained pursuant Lease Exhibits, to Section 19 the address of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Datelatter or through the email address(es) indicated in the Lease Exhibits, which date shall be fifteen (15) days prior to under the corresponding Master Lease Payment Dateheading “Email”, in immediately available funds as indicated by the Lessee for such purpose, at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth option of the Lessor and in Exhibit D attached hereto may be amended from accordance with the provisions of applicable tax laws in effect at the time to time that the invoice in question is issued; c. Notwithstanding the sending of invoices as provided in the Lease. In additionparagraph above, the Lessee shall pay the respective Rent to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, Lessor as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described indicated in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. applicable Payment Schedule; d. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient Lessee agrees to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay VAT on the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute Rent and unconditionalon those other items or amounts for which such tax is incurred at the applicable rate under applicable tax provisions. Sublessee further covenants that, if such appropriation is Prepayments of the Consideration will not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to any penalty, will remain as credit balance, without the annual appropriation right to request reimbursement or refund thereof, and may be applied pursuant to Clause Nine of funds sufficient this Agreement. If prepayments are intended to meet settle the Consideration, such payments will be applied monthly on the due date, hence such prepayments will not generate any invoice, and the Lessor will only be required Payments [include to issue the invoice for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease Consideration and/or charges generated in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds month in an amount sufficient to make all Payments during which they are collected. Prepayments will bear any interest in favor of the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described aboveLessee.

Rent. (a) The Rent (specified in Section 1.1 hereof) and any additional rent or other charges payable pursuant to this Lease shall be payable by Sublessee to Sublessor by mailing such rent payment to Genzyme Corporation, P.O. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (▇▇ such other place as Sublessor may from time to time designate by notice to Sublessee). (b) Rent shall be payable in advance on the first (1st) day of each and every calendar month during the term of this Sublease. (c) Rent for any partial month shall be paid by Sublessee to Sublessor at such rate on a prorata basis. Other charges payable by Sublessee on a monthly basis, as hereinafter provided, shall likewise be prorated. (d) All Rent and other amounts due under this Sublease shall be made without demand, offset or deduction. Sublessee shall pay be entitled to the order a fair and equitable share of Sublessor, as all abatements of rent for the Equipment, a semiannual Rental Payment equal to the amount payable by Sublessor under the Lease, on the dates and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address rent adjustments set forth in the records maintained pursuant Prime Lease which Sublessor has been granted with respect to Section 19 the Premises. (e) Sublessee represents and Sublessor acknowledges that, as of the LeaseCommencement Date and for the period of approximately six months thereafter, Sublessee expects to use the approximately 2,638 rentable square foot portion of the Premises identified on Exhibit A as the "Expansion Space" for only limited purposes. Rental Payments due Accordingly, Sublessor hereby agrees that Sublessee shall have no obligation to Lessor from Sublessee pay any rent with respect to the Expansion Space until May 1, 1997. From and after May 1, 1997, however, full rent shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior with respect to the corresponding Master Lease Payment Date, in immediately available funds at Expansion Space. Sublessor shall provide Sublessee with such "free rent" for the address specified Expansion Space by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting applying to Sublessee's governing body Sublessee's budget request rental account for each fiscal year shall include in each such budget request month that Sublessee qualifies for each fiscal year during the Lease Term the Payments to become due in such fiscal yearfree rent, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due a credit in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. $8,353.67. (f) It is the intention of the parties that Rent payable by Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments under this Sublease shall be subject a "gross rent" that includes amounts on account of base rent, utilities, operating expenses and real estate taxes payable by Sublessee to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.Sublessor; i.

Rent. Sublessee (a) Subtenant shall pay to Sublandlord, throughout the order of Sublessor, as rent for the EquipmentSublease Term, a semiannual Rental Payment equal base rent per annum (the "Base Rent") as follows: Base Rent Period --------- ------ $536,800.00 April 1, 2000 through March 14, 2001 $646,800.00 March 15, 2001 through July 31, 2003 $705,600.00 August 1, 2003 through the date that is one day prior to the amount Expiration Date The Base Rent shall be payable by Sublessor under the LeaseSubtenant to Sublandlord, on the dates and in the amounts as set forth advance, in Exhibit D attached hereto (such payment due dates equal consecutive monthly installments which are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee calendar month during the Lease Sublease Term, Sublessee will provide Lessor with an Appropriation Certificate appropriate prorations for this any partial month occurring at the end of the Sublease Term, except that the first month's rent, in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during sum of $44,733.33, shall be paid upon the Lease Term execution of this Sublease and applied to the Lease can Base Rent due for the month of April, 2000. (b) Subtenant shall also pay to Sublandlord, throughout the Sublease Term as additional rent ("Additional Rent") all additional rent and other charges due under the Lease, as if (i) the "Base Tax Year" were the tax fiscal year January 1, 2000 through December 31, 2000, and (ii) "Base Operating Expenses" were the "Operating Expenses" for the calendar year 2000 (as such quoted terms are defined in the Lease). Subtenant shall be obtainedresponsible for both any estimated payments of Additional Rent and any reconciliation payments of Additional Rent which are payable by Sublandlord pursuant to the Lease. Sublessee currently intends Appropriate prorations shall be made with respect to do any partial calendar years included in the Sublease Term. Subtenant shall make all things lawfully within its power Additional Rent payments to obtain Sublandlord upon demand. (c) In addition to the foregoing, Subtenant shall be solely responsible for all other costs or charges attributable to the Subleased Premises or the Building facilities made available to Subtenant during the Sublease Term including, without limitation, for items such as damage repair, HVAC service, janitorial services, electrical consumption, parking fees, light bulb replacement and maintain funds other items. Subtenant shall also pay any and all tax due with respect to Rent (as such term is hereinafter defined) pursuant to the laws of New York and/or any political subdivision thereof, provided, however, that Subtenant shall not be responsible for the payment of any tax levied on Sublandlord that is in the nature of an income tax. (d) The Base Rent, Additional Rent and all sums due from which the Payments may be made. Sublessee hereby acknowledges its obligations Subtenant under subparagraph (c) of this Article "3" are collectively referred to make payments under all the various circumstances described abovein this Sublease as "Rent".

Rent. Sublessee shall A. LESSEE agrees to pay to the order of Sublessor, as rent for the Equipmentaforesaid premises and residence privileges the sum of $4,345.00. Said sum shall be paid by LESSEE to ▇▇▇▇▇▇▇▇ University, as LESSOR’S designated collection/billing agent for housing rent and late fees, in accordance with ▇▇▇▇▇▇▇▇ University’s published invoicing and payment schedule. There will be a semiannual Rental Payment equal $30.00 service charge for any check returned by the bank for any reason. LESSEE agrees to pay the amount payable by Sublessor under the Lease, on the dates and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 of the Leasereturned check plus service charge within 3 days. Rental Payments Upon LESSEE’S breach of any term hereunder, payments due to Lessor from Sublessee shall be due hereunder are accelerated and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in become immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing directly to LESSOR. Service fees shall be deemed unpaid rent for the purposes of the five (5) day statutory notice requirement for unpaid rent. Any payments received from LESSEE shall first be applied to service charges and utilities owed from the LESSEE to LESSOR hereunder. LESSEE hereby authorizes ▇▇▇▇▇▇▇▇ University by Sublessor inserting his or Sublessee her initials following this paragraph to apply eligible funds received by LESSEE pursuant to Federal Student Aid (FSA) programs to the rent due under the Lease this paragraph. LESSEE may cancel or modify this Subleaseauthorization at any time in writing with notice to LESSOR. By signing this Lease, including, without limitation, those amounts payable LESSEE is responsible for his or her financial obligations under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient LESSEE’S failure to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the LESSEE’S financial obligations pursuant to this Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease may result in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient LESSEE being administratively dis-enrolled from ▇▇▇▇▇▇▇▇ University pursuant to make all Payments during the Lease Term University Student Disclosure Statement a copy of this Sublease which LESSEE acknowledges receipt of and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments furthermore any delinquent accounts may be madeturned over to an attorney or collection agency by LESSOR, with additional attorney fees and/or collection costs incurred by the LESSOR to be added to the LESSEE’S account. Sublessee hereby acknowledges its obligations ▇▇▇▇▇▇▇▇ University is the authorized collection/billing agent for The ▇▇▇▇▇, LLC for rent and late fees only. LESSEE shall pay utilities as provided below, and shall pay the LESSOR (The ▇▇▇▇▇, LLC) the security deposit as provided below. B. THIRD PARTY GUARANTY ▇. ▇▇▇▇▇▇ restricts occupancy to make payments under all individuals enrolled at ▇▇▇▇▇▇▇▇ University. Any exception to this must be granted in writing by The ▇▇▇▇▇ management. Payment of rent by third parties shall not give third party any constructive or possessory rights to the various circumstances described aboveleased premises. D. Withdrawal or suspension from the University shall not terminate the obligation of LESSEE hereunder and LESSEE shall be liable for the aforesaid rents unless said space is leased to another resident by LESSOR or unless LESSEE provides a SUB-LESSEE suitable to LESSOR as here below provided. No refund shall be made of any pre-paid rent.

Rent. Sublessee shall Subtenant does hereby agree, without notice, deduction or offset, to pay to the order of SublessorTenant, as the monthly rent for the EquipmentSubleased Premises (“Rent”), a semiannual Rental Payment equal the following amounts for the term of the Sublease: July 1, 2008 – June 30, 2009: $14,964.00 each month July 1, 2009 – June 30, 2010: $15,562.56 each month July 1, 2010 – July 31, 2010: $16,185.06 each month Rent includes all Operating Expenses and Taxes contemplated under the Master Lease and Tenant hereby acknowledges and agrees that Subtenant shall not be responsible for any other costs not specifically and expressly provided for herein, including but not limited to costs or charges for Building or common area maintenance, utilities or taxes. However, except as otherwise expressly provided in this Sublease, Subtenant shall pay any other additional costs or expenses incurred under the Master Lease related to the amount Sublease Premises or Subtenant’s occupancy thereof (including, without limitation, the cost of all overtime HVAC, energy and other services costs provided to Subtenant and/or the Sublease Premises and not included in Operating Expenses or Taxes). Unless such costs and expenses can be paid directly to Master Landlord, Subtenant shall reimburse Tenant for such other amounts within ten (10) business days of receipt of an invoice (attaching the charges of the Master Landlord) from Tenant therefor. For the purposes of this Sublease and all of Subtenant’s obligations hereunder, Rent and any other sums due to Tenant from Subtenant under this Sublease shall together constitute “Rent.” All payments of Rent due under this Sublease shall be paid in advance at least three (3) business days prior to when the corresponding payments are due and payable by Sublessor under the Master Lease. Said payment shall be made to Tenant, on and shall be mailed to the dates and address of Tenant or any other address which Tenant may in writing designate. The first month’s rent payment in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee amount of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee $14,964.00 shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior by Subtenant to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or Tenant upon Subtenant’s execution of this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.

Rent. Sublessee (a) Lessee shall pay to Lessor in lawful money of the order of Sublessor, United States as fixed rent for the EquipmentPremises, a semiannual Rental Payment equal to the amount payable by Sublessor under the Lease, amounts set forth in Schedule B (Basic Rent) on the dates and in the amounts set forth therein (Payment Dates), at Lessor's address as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessorabove, or at such other address or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to such person as Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time may designate. (b) All amounts which Lessee is required to pay pursuant to this Lease (other than Basic Rent, amounts payable upon purchase of the Premises, amounts payable to maintain and repair the Premises pursuant to paragraph 9, amounts payable for additions to and alterations of the Improvements pursuant to paragraph 10, amounts payable for restoration of the Improvements pursuant to paragraph 11 and amounts payable as liquidated damages pursuant to paragraph 18), together with every fine, penalty, interest and cost which may be added for non-payment thereof, shall constitute additional charges. Every fine, penalty, interest and cost which may be added for late payment of Basic Rent shall constitute additional rent. If ▇▇▇▇▇▇ shall fail to pay any such additional charges, additional rent or any other sum due hereunder when the same shall become due, Lessor shall have all rights, powers and remedies with respect thereto as are provided herein or by law in the Leasecase of non-payment of any Basic Rent which is then due and payable and shall, except as expressly provided herein, have the right to pay the same on behalf of ▇▇▇▇▇▇. In additionLessee shall pay to Lessor interest at the rate of 1% above the then rate of interest per annum on Lessor's financing of its interest in the Premises, to or the extent permitted highest amount not prohibited by law, Sublessee which ever is less, on all overdue Basic Rent from the due date thereof until paid, and on all overdue additional charges, additional rent or other sums due hereunder paid by Lessor on behalf of Lessee from the date of payment by Lessor until repaid by ▇▇▇▇▇▇. Lessee shall perform all its obligations under this Lease at its sole cost and expense, and shall pay when all Basic Rent, additional charges and additional rent and other sums due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures includepayable, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate notice or amount [include for municipal Sublessees only]]demand.[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.

Rent. Sublessee 6.01 Subtenant shall pay to Sublandlord fixed minimum rent (the order “Fixed Rent”) at the annual rate of SublessorEIGHT HUNDRED EIGHTY-ONE THOUSAND TWO HUNDRED TEN AND 00/100 ($881,210.00) DOLLARS per annum ($73,434.16 per month), as rent for the Equipment, a semiannual Rental Payment which shall be payable in equal to the amount payable by Sublessor under the Lease, monthly installments in advance on the dates first day of each and in every calendar month during the amounts as term of this Sublease, except that Subtenant shall pay, upon the execution and delivery of this Sublease by Subtenant, the sum of $60,082.16 to be applied against the first monthly installment of Fixed Rent to become due under this Sublease (which sum reflects the Free Fixed Rent Credit set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"Section 6.05 hereof). Sublessor hereby directs Sublessee In the event the Commencement Date occurs on a day other than the first day of a calendar month, the Fixed Rent for such partial calendar month shall be prorated on the basis of the number of days of the Sublease term within such calendar month, and the balance of the first month’s Fixed Rent theretofore paid shall be credited against the next monthly installment of Fixed Rent. 6.02 Subtenant shall also pay to make Sublandlord “Additional Rent” consisting of all Payments otherwise such other sums of money as shall become due from and payable by Sublessor Subtenant to Lessor Sublandlord under this Sublease (for default in payment of which Sublandlord shall have the same remedies as for a default in payment of Fixed Rent). Subtenant shall also pay to Sublandlord as Additional Rent any “Subtenant Surcharges”. “Subtenant Surcharges” shall mean any and all amounts other than Fixed Rent payable by Sublandlord under the Master Lease directly to Lessorwhich, or to by the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 terms of the Master Lease. Rental Payments due to Lessor from Sublessee shall be , become due and payable on each Sublease Payment Dateby Sublandlord to Master Landlord as additional rent or otherwise and which would not have become due and payable but for the acts, which date shall be fifteen requests for services, and/or failures to act of Subtenant, its agents, officers, representatives, employees, servants, contractors, invitees, licensees or visitors under this Sublease, including, but not limited to: (15i) days prior to the corresponding any increases in Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In additionLandlord’s fire insurance premiums, to the extent permitted by lawresulting solely from any act or omission of Subtenant, Sublessee shall pay when due (ii) any charges to Sublessor or to LessorSublandlord on account of any additional services requested by, as the case may beand furnished to, such other amounts from time to time as are due and owing by Sublessor or Sublessee Subtenant under the Master Lease, (iii) any charges which are imposed on Sublandlord, to the extent that such charges are attributable to the Subleased Premises or the use thereof by Subtenant or services or utilities provided thereto pursuant to the terms of the Master Lease or this Subleaseby reason of Subtenant’s request, and (iv) any additional charges to Subtenant on account of Subtenant’s use or consumption in connection with the Subleased Premises, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under elevator, electrical or HVAC usage in excess of normal usage, provided same are charged by Master Landlord to Sublandlord pursuant to the Lease or this Sublease (terms of the "Additional Payments")Master Lease. The term "Payments", as used herein, shall refer to Rental Payments Fixed Rent and Additional PaymentsRent are hereinafter sometimes collectively referred to as “Rent”. Sublessee's obligations All Additional Rent shall be payable by Subtenant on the earlier to make Payments may become accelerated under certain circumstances described herein occur of (i) fifteen (15) days after written demand therefor by Sublandlord and under other circumstances described in (ii) three (3) days prior to the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during date the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either corresponding payment of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations Additional Rent is payable by Sublandlord to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not Master Landlord (but in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]]no event less than seven (7) days after written demand therefor).[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.

Rent. Sublessee shall pay Pursuant to the order provisions of Sublessorthe Current Lease, as rent Tenant caused a letter of credit to be issued in favor of Current Landlord in the amount of One Hundred Fifteen Thousand Dollars ($115,000.00) (“Current LC”). Landlord agrees that instead of causing a new letter of credit to be issued in favor of Landlord, Tenant may cause the Current LC to be amended to provide that from and after March 1, 2004 the Current LC is solely for the Equipmentbenefit of Landlord and solely as additional collateral to secure the performance of Tenant’s obligations under this Lease and not the Current Lease. From and after such modification of the Current LC and delivery of the Current LC to Landlord as required hereunder, a semiannual Rental Payment equal to provided such modified Current LC satisfies the amount payable by Sublessor under terms and conditions of Addendum 1, the Lease, on the dates Current LC shall thereafter be deemed and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"the “Letter of Credit” as further denned in Addendum 1 attached hereto and incorporated herein by this reference. No later than March 1, 2004, Tenant shall deliver to Landlord the Letter of Credit which, pursuant to the provisions hereof and the terms of Addendum 1 shall be in the sum of One Hundred Fifteen Thousand Dollars ($115,000.00). Sublessor hereby directs Sublessee Tenant agrees to make all Payments otherwise payable by Sublessor to Lessor under pay Landlord the Lease directly to LessorBase Rent and, as Additional Rent, Tenant’s Share of Operating 1. Expenses, Tax Expenses, Common Area Utility Costs, and Utility Expenses, without prior notice or to demand, abatement, offset, deduction or claim, in advance at Landlord’s Address commencing on March 1, 2004 and thereafter on the assignee first (1st) day of Lessor, if any, at each month throughout the address set forth in balance of the records maintained pursuant to Section 19 Term of the Lease. Rental Payments due to Lessor from Sublessee Any prorated Rent shall be due and payable paid on each Sublease Payment the Commencement Date, which date and any prorated Rent for the final calendar month hereof shall be fifteen paid on the first (151st) days prior day of the calendar month in which the date of expiration or termination occurs. Provided that Tenant faithfully performs all of the terms and conditions of this Lease, Landlord shall ▇▇▇▇▇ Tenant’s obligation to pay Tenant’s monthly Base Rent in the amount of Twenty-Five Thousand Five Hundred Sixty Eight Dollars ($25,568.00) and Tenant’s Share of Operating Expenses, Tax Expenses, Common Area Utility Costs, and Utility Expenses for the period from the Commencement Date through February 29, 2004; provided, during such abatement period, Tenant shall still be responsible for the payment of any other Additional Rent under this Lease. In the event of a default by Tenant under the terms of this Lease that results in early termination pursuant to the corresponding Master Lease Payment Dateprovisions of Section 18 of this Lease, in immediately available funds at then as a part of the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as recovery set forth in Exhibit D attached hereto may Section 18 of this Lease, Landlord shall be amended from time to time as provided in the Lease. In addition, entitled to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as recovery of the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee monthly Rent that was abated under the Lease or provisions of this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments")Section 3. The term "Payments", as “Rent” whenever used herein, shall refer herein refers to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make aggregate of all Payments hereunder during the entire Lease Termthese amounts. The officials Rent for any fractional part of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during a calendar month at the commencement or expiration or termination of the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such be a Prorated amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes Rent for a full calendar month based upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]]a thirty (30) day month.[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.

Rent. Sublessee On the date that Tenant executes this Lease, Tenant shall pay deliver to Landlord the order of Sublessororiginal executed Lease, as rent the Base Rent (which shall be applied against the Base Rent payable for the Equipmentfirst month Tenant is required to pay Base Rent), a semiannual Rental Payment equal to the amount payable by Sublessor under the Lease, on the dates and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of LessorSecurity Deposit, if any, at and all insurance certificates evidencing the address set forth insurance required to be obtained by Tenant under SECTION 12 of this Lease. Tenant agrees to pay Landlord, without prior notice or demand, or abatement, offset, deduction or claim, the Base Rent described in the records maintained pursuant to Section 19 Basic Lease Information, payable in advance at Landlord's address specified in the Basic Lease Information on the first (1st) day of each month commencing on January 1, 1999 (the "Rent Commencement Date") and continuing throughout the balance of the Term of the Lease. Rental Payments due Commencing January 1, 2000, the Base Rent shall increase annually by four percent (4%) per annum. It is intended by Landlord and Tenant that this Lease be a "triple net lease." Costs and expenses incurred by Landlord on behalf of Tenant and all other sums, charges, costs and expenses specified in this Lease other than Base Rent are to Lessor from Sublessee be paid by Tenant to Landlord as additional rent (collectively, "Additional Rent"). Tenant shall also pay to Landlord as Additional Rent hereunder, immediately on Landlord's demand therefor, any and all costs and expenses incurred by Landlord to enforce the provisions of this Lease, including, but not limited to, costs associated with the delivery of notices, delivery and recordation of notice(s) of default, attorneys' fees, expert fees, court costs and filing fees (collectively, the "Enforcement Expenses"). The term "Rent" whenever used herein refers to the aggregate of all these amounts. If Landlord permits Tenant to occupy the Premises without requiring Tenant to pay rental payments for a period of time, the waiver of the requirement to pay rental payments shall only apply to waiver of the Base Rent and Tenant shall otherwise perform all other obligations of Tenant required hereunder. The Rent for any fractional part of a calendar month at the commencement or termination of the Lease term shall be due and payable on each Sublease Payment Date, which date a prorated amount of the Rent for a full calendar month based upon a thirty (30) day month. The prorated Rent shall be fifteen (15) days prior to paid on the corresponding Master Lease Payment Date, Commencement Date and the first day of the calendar month in immediately available funds at which the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessordate of termination occurs, as the case may be. 8 Subject to SECTION 2.4, such all Rent other amounts from time to time as are than Base Rent shall be due and owing by Sublessor on the Commencement Date notwithstanding any delay on Tenant's part to obtain permits and complete construction of the Tenant Improvements (described below and in EXHIBIT B attached hereto), whether or Sublessee under the Lease or this Subleasenot such delay is due to factors within Tenant's control. Tenant expressly agrees and acknowledges that subject to SECTION 2.4, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges all Rent other than Base Rent shall be due and owing under payable beginning on the Lease Commencement Date whether or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described not Tenant has commenced operations in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during Premises and Tenant accepts the entire Lease Term. The officials risk of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]]delays.[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.

Rent. Sublessee shall pay All rights of Property Owners with respect to the order of Sublessor, as rent for the Equipment, a semiannual Rental Payment equal to the amount payable any amounts held by Sublessor Property Owners under the Lease, on the dates and in the amounts as set forth in Exhibit D attached hereto Leases (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts security deposits and prepaid rent, together with interest thereon) shall be assigned or otherwise transferred to BPLP under the Conveyancing Documents, and Property Owners shall not have any rights to or in future rental income realized with respect to the Properties, under the Leases or otherwise. Promptly following the Closing Date, the applicable Existing Partners shall request any tenants who have posted letters of credit as security deposits to have such security deposits amended or re-issued, if necessary, so that they run to the benefit of BPLP, if applicable, as landlord under the Leases. If any prorations under this Section cannot be calculated finally on the Closing Date, then they shall be estimated at the Closing and calculated finally as soon after the Closing Date as feasible. This Section 5.2 shall survive the Closing. (a) Monthly rent and Additional Rent (as defined below) payable under Sections 8 and 9 hereof by tenants shall be adjusted as of 11:59 p.m. on the day immediately preceding the Closing Date, and any late such rent and tenant charges due paid for the month in which the Closing occurs) and owing under other credits for the Lease account of tenants shall be paid by or this Sublease (credited to BPLP by adjustment to the "Additional Payments")Contribution Price. The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments Estimated adjustments will be made on the applicable Closing Date on a reasonable basis for estimated operating expenses paid by tenants as additional rent. Notwithstanding anything to the contrary contained in Section 5.1 above or in this Section 5.2, it is the intent of the ▇▇▇▇▇▇ Parties and BPLP that prorations of all operating expenses and Additional Rent shall be allocated as between the ▇▇▇▇▇▇ Parties and BPLP on the basis of full year 1998 amounts as follows: all operating expenses and Additional Rent received by the ▇▇▇▇▇▇ Parties and/or BPLP which relate to the calendar year 1998 (or calendar year 1999, if the closing occurs in such year) shall be remitted or credited to BPLP either at the Closing or, if later, when due hereunderreceived, and Sublessee will notify Lessor and Sublessor of same[all operating expenses incurred by the ▇▇▇▇▇▇ Parties with respect to calendar year 1998 (or calendar year 1999, which measures include, without limitation, if the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments closing occurs in such year) shall be subject reimbursed or credited to the ▇▇▇▇▇▇ Parties at Closing, by agreement of the parties hereto. It is the intention of the parties hereto that neither the ▇▇▇▇▇▇ Parties nor BPLP will benefit from the pro-rating of operating expenses inequitably during calendar year 1998. (b) (i) Any of the following charges and/or rents provided for by any Lease (but without duplication), if any exist: (A) the payment of additional rent based upon a percentage of the tenant's business during a specified annual appropriation or other period (sometimes referred to as "percentage rent"), (B) common area maintenance or "CAM" charges, (C) "escalation rent" or additional rent based upon real estate taxes, insurance, operating expenses, labor costs, cost of funds sufficient to meet living, or other index including the required Payments [include consumer price index or otherwise, or (D) any other items of additional rent, however determined, e.g., charges for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Termelectricity, Sublessee will provide Lessor with water, utilities, cleaning, overtime services, sundries and/or miscellaneous charges and building expenses, shall be adjusted and prorated on an Appropriation Certificate for this Sublease in the form attached hereto if, as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain when collected basis (such percentage rent, CAM charges, escalation rent and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described aboveother additional rent being collectively called "ADDITIONAL RENT").

Rent. 3.1 Sublessee shall pay to the order of Sublessor, Sublessor as net monthly rent for the EquipmentPremises the amounts set forth below, a semiannual Rental Payment equal to the amount payable by Sublessor under the Leasein advance, on the dates and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year month of the term hereof: Months of Term Monthly Rent Until February 28,1997 $0/month March 1,1997 - Dec. 31,1998 $93,725.00/month Jan 1,1999 - Dec. 31, 2000 $101,875.00/month Sublessee shall pay Sublessor upon the execution hereof the sum of Ninety-three Thousand Seven Hundred and Twenty Five Dollars ($93,725.00) as rent in advance for the first month due. Rent for any period during the Lease Termterm hereof which is for less than one month shall be prorated. Rent shall be payable in advance on the 1st day of each month during the term, without notice or demand without any deduction, offset, or abatement (except to the extent expressly permitted by this Sublease) in lawful money of the United States of America to Sublessor at the address stated herein or to such other persons or at such other places as Sublessor may designate in writing. 3.2 Notwithstanding anything to the contrary in this Sublease, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in shall not be required to pay any Impositions, maintenance charges or any other charges, costs or expenses that may be required to be paid by Sublessee under the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term terms of this Sublease and (except utilities for the Lease can be obtainedPremises) until rent commencement or March 1,1997, whichever occurs first. Sublessee currently intends recognizes its obligations to do all things lawfully within its power to obtain and maintain funds from which pay Sublessee's liability insurance premiums as required after the Payments may be made. Commencement Date. 3.3 Sublessee hereby acknowledges that late payment by Sublessee to Sublessor of rent and other sums due hereunder will cause Sublessor to incur costs not contemplated by this Sublease, the exact amount of which will be difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges which may be imposed on Sublessor by the terms of the Lease. Accordingly, if any installment of rent or other sums due from Sublessee is not received by Sublessor within five (5) business days after its obligations due date, Sublessee shall pay to make payments under all Sublessor a late charge equal to five percent (5%) of such overdue amount. The parties hereby agree that such late charge represents a fair and reasonable estimate of the various costs Sublessor will incur by reason of late payment by Sublessee based upon the circumstances described above.existing as of the date of this Sublease. Acceptance of such late charge by Sublessor shall in no event constitute a waiver of Sublessee's default with respect to such overdue amount, nor prevent Sublessor from exercising any of its other rights or remedies granted to it by law or this Sublease. Initials: /s/ RDN (Sublessor) /s/ MKA (Sublessee) ------- -------

Rent. Sublessee a. Except as otherwise expressly provided in this Sublease, commencing on and as of the Commencement Date, and continuing throughout the term of this Sublease, Subtenant shall pay to the order of SublessorTenant, as rent, base rent (the “Base Rent”) in accordance with the schedule set forth below as part of this subsection. Unless Tenant instructs Subtenant otherwise in writing, Subtenant shall make such payments in advance on the day of each month on which rent is required to be paid by Tenant under the Main Lease. Subtenant shall make such payments without notice, demand, abatement, deduction, counterclaim, or setoff. Commencement Date the day before the Rent Commencement Date $ 0.00 $ 0.00 $ 0.00 Rent Commencement Date - March 31,2009 $ 29.00 * $ 438,364.00 * $ 36,530.33 * April 1 ,2009 - March 31, 2011 $ 31.50 $ 476,154.00 $ 39,679.50 April 1 ,2011 - February 27, 2013 $ 32.50 $ 491,270.00 $ 40,939.17 b. Except as otherwise expressly provided in this Sublease, commencing on and as of the Rent Commencement Date, and continuing throughout the term of this Sublease, Subtenant shall pay to Tenant, as additional rent, Subtenant’s Share and Subtenant’s Electric Share (both defined below) of all operating expenses, real estate taxes, rent taxes, utility charges, lease auditing expenses and fees payable in connection with Tenant’s auditing of any of the foregoing sums, and other regular additional sums payable by Tenant to Landlord under the Main Lease (the “Escalations”), with Subtenant’s Share and Subtenant’s Electric Share of such Escalations being collectively referred to herein as the “Subescalations”. For the purposes of this Sublease, the term “Subtenant’s Share” for the Equipment, a semiannual Rental Payment equal all Subescalations (except electric service to the amount payable by Sublessor under Premises) shall be defined as a ratio, the Leasenumerator being the rentable square footage of the Premises and the denominator being the rentable square footage of Tenant’s Premises. As of the date hereof, on Subtenant’s Share is four and 27/100 percent (4.27%). For the dates purposes of this Sublease, the term “Subtenant’s Electric Share” shall be defined as a ratio, the numerator being the rentable square footage of the Premises and the denominator being the rentable square footage of the twelfth (12th) floor of the Tenant’s Premises. As of the date hereof, Subtenant’s Electric Share is sixty eight and 44/100 percent (68.44%). The parties hereto acknowledge that the Subtenant’s Share and Subtenant’s Electric Share may change from time to time during the term of this Sublease based upon any change in the amounts rentable square footage of the Premises and/or Tenant’s Premises. Prior to the Commencement Date and from time to time during the Sublease term thereafter, Tenant shall provide Subtenant with an estimate of the monthly Subescalations due from Subtenant. Subtenant shall pay to Tenant Subescalations with Subtenant’s payments of Base Rent (except during the Free Rent Period (hereinafter defined), during which time such Subescalations shall be credited against the Maximum Free Rent Amount (hereinafter defined)). Subtenant shall make all such payments without abatement, deduction, counterclaim, or setoff. As soon as is practicable after the end of each calendar year Tenant shall submit to Subtenant a statement of the actual Subescalations for such calendar year, as well as a statement to show any * subject to Free Rent as set forth in Exhibit D attached hereto Section 5.i. below. increase in Subescalations for such calendar year as compared with Tenant’s estimate of such Subescalations. If Tenant’s statement discloses that Subtenant owes an amount that is less than the estimated payments for such calendar year previously paid by Subtenant, Tenant will credit such excess against the next installment of Rent due (or, if after the expiration or earlier termination of this Sublease, and provided there then exists no uncured event of default, Tenant shall reimburse Subtenant for such payment due dates are referred to herein as "Sublease Payment Dates"amount). Sublessor hereby directs Sublessee If Tenant’s statement discloses that Subtenant owes more than the estimated payments for such calendar year previously made by Subtenant, Subtenant will pay the deficiency to Tenant within ten (10) days after delivery of the statement. The provisions of this Section 5.b. shall survive the termination of this Sublease. To the extent any Subescalations are not included in such estimate provided by Tenant, Subtenant shall make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessorsuch payments within ten (10) days of receipt of an invoice therefor from Tenant, and without abatement, deduction, counterclaim, or setoff. In the event Landlord or Tenant desires to install a check meter for Subtenant’s electrical usage, Tenant agrees that any costs incurred with respect to such installation shall not be passed to Subtenant. To the assignee of Lessor, if any, at the address set forth extent Subtenant requires services in the records maintained pursuant to Section 19 excess of the services provided by Landlord and charged to Tenant as operating expenses under Section 2.04 of the Main Lease, including without limitation extra electrical feeders or risers to meet Subtenant’s electricity requirements, excess water usage (including without limitation condenser water if provided by Landlord), and after-hours HVAC service, Subtenant shall contract directly with Landlord for such services. Rental Payments due to Lessor from Sublessee shall be due Notwithstanding the forgoing, commencing on and payable on each Sublease Payment as of the Commencement Date, which date shall be fifteen (15) days prior to and continuing throughout the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In additionterm of this Sublease, to the extent permitted Tenant becomes liable to Landlord for such additional services provided by lawLandlord or any third parties, Sublessee Subtenant shall pay when due to Sublessor or to LessorTenant, as the case may beadditional rent and upon demand, one hundred percent (100%) of all such other amounts from time to time as are due and owing expenses incurred by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys Tenant for such fiscal year sufficient services and/or any service provided by Tenant to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]]Subtenant.[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.

Rent. Sublessee (a) Subtenant covenants and agrees to pay to Sublandlord rent (herein referred to as the "Fixed Rent") for the Sublet Premises at the rate of (i) $925,000.00 per annum, in equal monthly installments of $77,083.00, from June 1, 1999 through December 31, 2002, and (ii) $1,017,500.00 per annum, in equal monthly installments of $84,791.67, from January 1, 2003through September 30, 2006. Fixed Rent shall be payable in advance on the first day of each calendar month. Fixed Rent and all other amounts payable by Subtenant to Sublandlord under the provisions of this Sublease (herein referred to as the "ADDITIONAL RENT") shall be paid promptly when due, without notice or demand therefor, and without deduction, abatement, counterclaim or setoff of any amount or for any reason whatsoever except as may be otherwise provided herein. Fixed Rent and Additional Rent shall be paid to Sublandlord in lawful money of the United States at the address of Sublandlord set forth in Article 17 of this Sublease or to such other person or at such other address as Sublandlord may from time to time designate by notice to Subtenant as provided for herein. No payment by Subtenant or receipt by Sublandlord of any lesser amount than the amount stipulated to be paid hereunder shall be deemed other than on account of the earliest stipulated Fixed Rent or Additional Rent nor shall any endorsement or statement on any check or letter be deemed an accord and satisfaction, and Sublandlord may accept any check or payment without prejudice to Sublandlord's right to recover the balance due or to pursue any other remedy available to Sublandlord. Any provision in the Main Lease referring to fixed rent or additional rent incorporated herein by reference shall be deemed to refer to the Fixed Rent and Additional Rent due under this Sublease. (b) In addition to the Fixed Rent, Subtenant shall pay to Sublandlord as Additional Rent, within ten (10) days' after demand from Sublandlord from time to time: (x) the order of Sublessor, as rent for the Equipment, a semiannual Rental Payment equal to the amount payable by Sublessor under the Lease, on the dates and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessordifference, if any, between (i) Tenant's "Tax Payment" payable by Sublandlord as tenant under the Main Lease during any "Tax Year" (as said terms are defined in Article 39 of the Main Lease), and (ii) Tenant's Tax Payment payable by Sublandlord as tenant under the Main Lease for Tax Year July 1, 1998 - June 30, 1999, and (y) the difference, if any, between (i) Subtenant's Share of Tenant's "Operating Payment" payable by Sublandlord as tenant under the Main Lease during any "Operation Year" (as said terms are defined in Article 40 of the Main Lease), and (ii) Tenant's Operating Payment payable by Sublandlord as tenant under the Main Lease for Operation Year 1999. All such demands shall be accompanied by a copy of any invoice, bill, notice or request received by Sublandlord from Landlor▇. ▇ubtenant shall also pay to Sublandlord as Additional Rent, upon demand from time to time, all other amounts payable by Sublandlord to Landlord under the Main Lease pursuant to the provisions thereof. If Sublandlord is required by Landlord under the Main Lease to make advance payments, estimated payments or deposits of any of the foregoing amounts, Subtenant shall make such advance payments, estimated payments or deposits to Sublandlord consistent with -------------------------------------------------------------------------------- 3 the above provisions. Subtenant's obligations under this Article 2 shall be apportioned for any period at the address beginning or end of the term of this Sublease that is less than a full calendar year or fiscal year. Sublandlord shall have the right to demand payment of any amount of such Additional Rent during the term of this Sublease or after the expiration of the term of this Sublease or the earlier termination of this Sublease. (c) If the sum of any installment or estimated payments made by Subtenant on account of any or all of the items set forth in subparagraph (b) of this Article 2 exceed Sublandlord's share of such item(s) under the records maintained pursuant Main Lease for any year, Sublandlord shall refund the excess to Section 19 Subtenant within ten (10) days after the amount of the Leaseexcess is refunded to Sublandlord by Landlord. Rental Payments due to Lessor from Sublessee shall be due and payable If the sum of any installment or estimated payments made by Subtenant on each Sublease Payment Date, which date shall be fifteen (15) days prior to account of any or all of the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as items set forth in Exhibit D attached hereto may be amended from time to time as provided in subparagraph (b) of this Article 2 are less than such item(s) under the Lease. In additionMain Lease for any year, to the extent permitted by law, Sublessee Subtenant shall pay when due the amount of such deficiency to Sublessor Sublandlord within ten (10) days after demand. (d) All costs, expenses and fees other than Fixed Rent which Subtenant assumes or agrees to Lessor, as the case may be, such other amounts from time pay pursuant to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, Sublease (including, without limitation, those amounts all costs, expenses and fees payable under Sections 8 and 9 hereof and any late charges due and owing by Sublandlord as tenant under the Main Lease or this Sublease (which are payable hereunder by Subtenant by their incorporation herein by reference to the "Main Lease) shall be deemed Additional Payments"). The term "Payments"Rent and, as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SETevent of non-OFFpayment, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make Sublandlord shall have all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible rights and remedies provided for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either case of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely non-payment of all Payments will be made when due hereunderFixed Rent. (e) Subtenant shall pay, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On on or before the first day date same is due, any occupancy, sales, use or similar tax, charge or fee that is at any time due or payable with respect to the occupancy or use of each fiscal year the Sublet Premises or the payment of Sublessee during the Lease TermFixed Rent or Additional Rent by Subtenant to Sublandlord, Sublessee will provide Lessor with an Appropriation Certificate for and which is attributable to this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described aboveSublease.

Rent. Sublessee Except for delinquent rent, all rent under leases and other income attributable to a Property shall pay be apportioned on a per diem basis as of midnight on the date immediately preceding the Adjustment Closing Date. All such rent and other income, including commissions earned, for the period preceding the Adjustment Closing Date shall be deemed to be property of the applicable Contributors, and all rent and other income for any period commencing as of the Adjustment Closing Date and thereafter shall be the property of the Operating Partnership for the purpose of making the adjustments set forth herein. Amounts owed under this paragraph shall be paid to the order party to whom they are owed in cash at the Closing or during the Post-Closing Adjustment Period. Delinquent rent shall not be prorated, but shall be deemed the property of Sublessor, the appropriate Contributors. Payments received by the Operating Partnership from tenants from and after the Closing with respect to a Property shall be applied first to rents and other amounts then due the Operating Partnership from such tenant and then to such tenant's delinquent rent as rent of the time of apportionment. The Operating Partnership shall use reasonable efforts to collect delinquent rents for the Equipmentbenefit of the Contributors but in no event shall be obligated to evict or sue any tenants in order to coll▇▇▇ such rents and shall cooperate with the Contributors in the collection of any delinquent amounts; provided, a semiannual Rental Payment equal however, that the Contributors shall not have any rights to evict such tenants for such delinquent amounts. Any amounts received by Contributors on account of rent or other income for the period after the Adjustment Closing Date with respect to the amount payable by Sublessor under Property and the Lease, on the dates and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or related personal property shall be turned over to the assignee Operating Partnership for application in accordance with the terms of Lessorthis paragraph. All accounts receivable, if anynotes, at the address set forth in the records maintained pursuant to Section 19 cash and bank accounts of the Lease. Rental Payments due Constituent Parties existing as of the Adjustment Closing Date and relating to Lessor from Sublessee the Properties shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior transferred at Closing to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]]Operating Partnership.[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.

Rent. Sublessee (A) From the date of this Lease Agreement to the date of the issuance of the Bonds referred to in Paragraph 22 hereof, the County shall pay to the order of Sublessor, Issuer as rent for hereunder the Equipmentsum of One Dollar ($1.00), a semiannual Rental Payment equal the receipt and sufficiency of which is hereby acknowledged by the Issuer. Commencing upon the date of issuance of the Bonds and continuing so long as the Bonds are outstanding and unpaid, the County shall pay to the amount payable by Sublessor under the Lease, on the dates and in Issuer as rent hereunder the amounts as set forth in Exhibit D attached C hereto (such payment due the “Lease Payments”) on the dates are referred to herein as "Sublease prescribed therefor in Exhibit C hereto (the “Lease Payment Dates"”). Sublessor hereby directs Sublessee The parties agree that, if, on the date of execution of this Lease Agreement, the amounts to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached C are unascertained, the parties hereto may shall execute an addendum to this Lease Agreement in order to add Exhibit C to this Lease Agreement no later than the date of issuance of the Bonds. Such Exhibit C shall provide for semiannual payments of the Lease Payments on and in each year, commencing on ,_ 2014, said date targeted for the completion of the Project, and continuing for so long as the Bonds are outstanding, subject to the conditions set forth in this Section 4(A). The amounts to be amended from time set forth in Exhibit C shall be equal to time the amounts required to pay the principal of and the interest on the Bonds. (B) The parties recognize and agree that integral to the issuance of the Bonds for the Project, the Issuer will assign certain of its rights under this Lease Agreement to a trustee (the “Trustee”) for the benefit of the owners of the Bonds pursuant to a trust agreement to be executed by and between the Issuer and a Trustee (the “Trust Agreement”). The parties agree that so long as the Bonds remain outstanding and unpaid, all Lease Payments due to the Issuer under subparagraph (A) of this Paragraph 4 shall be paid by the County to the Trustee, as assignee of the Issuer, for deposit into the Lease Payment Fund to be created under the Trust Agreement (the “Lease Payment Fund”) and for disbursement to the owners of the Bonds, all as shall be provided in the LeaseTrust Agreement. The parties further agree that any amounts transferred by the Trustee to the Lease Payment Fund pursuant to the Trust Agreement shall be treated, pro tanto, as a payment of rent by the County pursuant to subparagraph (A) of this Paragraph 4. (C) Commencing on ,_ 2014, and continuing on each Lease Payment Date thereafter for so long as the Bonds are outstanding, the Issuer shall contribute funds toward the Lease Payments in the amount calculated pursuant to the terms of Exhibit D (the “Issuer Contribution Payments”). The Issuer shall send the Issuer Contribution Payments to the Director of Finance of ▇▇▇▇▇▇ County at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The Issuer Contribution Payment is a material term of this Lease Agreement and is an absolute and unconditional obligation of the Issuer to the County. Notwithstanding anything herein to the contrary, the Issuer’s failure to make the Issuer Contribution Payments shall not constitute an event of default under this Lease Agreement. In addition, nothing in this subparagraph 4(C) shall affect or impair the obligation of the County, which is absolute and unconditional (subject to the extent permitted by lawParagraph 8 (Nonappropriation), Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Lease Payments coming due therein. Upon adoption as provided in this Lease Agreement, or affect or impair the right of Sublessee's temporary budget and final budgetaction, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are which is also absolute and unconditional. Sublessee further covenants that, if of the Issuer to institute suit to enforce and collect such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]]payment.[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.

Rent. Sublessee On the date that Lessee executes this Lease, Lessee shall pay deliver to Lessor the order of Sublessororiginal executed Lease, as rent the Base Rent (which shall be applied against the Rent payable for the Equipmentfirst month Lessee is required to pay Base Rent), a semiannual Rental Payment equal the Security Deposit, the Cleaning Deposit, and all insurance certificates evidencing the insurance required to be obtained by Lessee under Paragraph 12 of this Lease. Lessee agrees to pay Lessor, without prior notice or demand, or abatement, offset, deduction or claim, the amount Base Rent described on Page 1, payable by Sublessor under the Lease, in advance at Lessor's address shown on Page 1 on the dates and in first day of each month throughout the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 term of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior In addition to the corresponding Master Base Rent set forth on Page 1, Lessee shall pay Lessor in advance and on the first (1st) day of each month throughout (the term of this Lease Payment Date(including any extensions of such term), in immediately available funds at the address specified by Lessor. Sublesseeas additional rent Lessee's periodic obligation for Rental Payments share, as set forth on Page 1, of Increases in Exhibit D attached hereto may be amended from time to time Operating Expenses, Increases in Tax Expenses, Increases in Common Area Utility Costs, administrative expenses, Trash and Water Charge and Utility Expenses, as provided specified in the Paragraphs 6.A,, 6.13., 6.C. and 7 of this Lease, respectively. In additionAdditionally, to the extent permitted by law, Sublessee Lessee shall pay when due to Sublessor or Lessor as additional rent hereunder, immediately on Lessor's demand therefor, any and all costs and expenses incurred by Lessor to Lessor, as enforce the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or provisions of this SubleaseLease, including, without limitationbut not limited to, those amounts payable under Sections 8 costs associated with any proposed assignment or subletting of all or any portion of the Premises by Lessee, costs associated with the delivery of notices, delivery and 9 hereof recordation of notice(s) of default, attorneys' fees, expert fees, court costs and any late charges due and owing under the Lease or this Sublease filing fees (collectively, the "Additional PaymentsEnforcement Expenses"). The term "Payments", as Rent" whenever used herein, shall refer herein refers to Rental Payments and Additional Paymentsthe aggregate of all these amounts. Sublessee's obligations If Lessor permits Lessee to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in occupy the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient Premises without requiring Lessee to pay rental payments for a period of time, the Payments coming due therein. Upon adoption waiver of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation the requirement to pay rental payments shall only apply to waiver of the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either Base Rent and Lessee shall otherwise perform all other obligations of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due Lessee hereunder, including, but not limited to paying to Lessor any and Sublessee will notify Lessor all amounts considered additional rent, such as Lessee's share of Increases in Operating Expenses, Increases in Tax Expenses, Increases in Common Area Utility Costs, Trash and Sublessor of same[Water Charge, which measures includeUtility Expenses, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]and administrative expenses. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.If,

Rent. Sublessee Subtenant covenants and agrees to pay Sublandlord as rent during the term of this Sublease annual rent specified in this Section 2 below (the “Annual Rent”) and other charges, if any (sometimes referred to as “additional rent” and collectively with Annual Rent, the “Rent”) specified below. Annual Rent shall be paid without any prior notice or demand therefor and without deduction or offset (except as otherwise set forth in this Sublease including any provisions of the Lease incorporated herein). Unless otherwise specified in this Sublease, all other Rent shall be payable within thirty (30) days after Subtenant’s receipt of an invoice with respect thereto. For any partial month, all Rent shall be prorated. Subtenant’s obligation to pay Rent, being deemed rent reserved under the Sublease, shall be independent of each and every other covenant contained in this Sublease (including the terms of the Lease that are incorporated herein). Rent shall include, and Subtenant shall pay to Sublandlord (or to Landlord as Sublandlord may expressly direct in writing) as additional rent hereunder any and all charges billed directly to Sublandlord for the order account of SublessorSubtenant arising from Subtenant’s own use of the Sublet Premises, e.g., and without limitation, charges for repair of damage caused by Subtenant for which Sublandlord is responsible to reimburse Landlord, charges for work or services not otherwise required under the Sublease or Lease requested by Subtenant and performed or provided specifically for Subtenant, as rent well as charges for any overtime labor or usage with respect thereto (if overtime is charged by Landlord or otherwise must be incurred by Sublandlord), and the Equipmentlike; provided, a semiannual Rental Payment equal notwithstanding anything in this Sublease to the amount payable contrary, Subtenant shall not be liable for any operating expenses or taxes or similar additional rent items or for utilities (including, without limitation, electricity), the parties hereby agreeing that such amounts have been accounted for in the Annual Rent rate set forth herein. Sublandlord shall have the same right to enforce payment on account of such additional charges as it shall have to enforce Subtenant’s payments on account of Rent. Sublandlord shall furnish to Subtenant any backup that Landlord shall furnish to Sublandlord with respect to any charges claimed by Sublessor under Landlord relating to the LeaseSublet Premises or, if Landlord fails to furnish same, shall request the backup for such charges to enable Subtenant to determine the validity thereof. The first Lease Year for purposes of payment of Annual Rent shall commence on the dates and in the amounts as set forth in Exhibit D attached hereto Sublease Rent Commencement Date (such payment due dates are referred to herein as "Sublease Payment Dates"defined below). Sublessor hereby directs Sublessee Subtenant’s obligation to make monthly payments on account of Rent shall commence to accrue on the date (“Sublease Rent Commencement Date”), which is the later of (i) August 1, 2020 and (ii) the earlier of (x) the date which is four months after the Sublease Commencement Date (being that date which signifies the fulfillment of all Payments otherwise payable by Sublessor conditions precedent to Lessor under identification of the Lease directly Sublease Commencement Date, including without limitation the Special COVID-19 Provision) and (y) if the aforesaid Sublease Commencement Date shall have occurred, October 1, 2020. Annual Rent shall be paid to Lessor, or to the assignee of Lessor, if any, Sublandlord at the address set forth in the records maintained pursuant to Section 19 first paragraph of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, includingin advance, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before on the first day of each fiscal year and every month throughout the term of Sublessee during this Sublease, timely payment being of the essence hereof. If Subtenant fails to pay any installment within five (5) days after same is due, such unpaid amount shall bear interest at the Applicable Rate (as defined in the Lease) from and after the first (1st) day following the date(s) said installment become due until paid in full. Nothing in this paragraph shall be deemed to limit Sublandlord’s other rights and remedies as may accrue under the Lease Term, Sublessee will provide Lessor (except Sublandlord shall only be permitted to charge interest in accordance with an Appropriation Certificate for this paragraph) or this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient by reason of Subtenant’s failure to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described abovepay Rent or any portion thereof.

Rent. Sublessee shall (a) Lessee covenants to pay to the order of SublessorLessor, as rent for the Equipment, a semiannual Rental Payment equal to Leased Premises during the amount payable by Sublessor under the term of this Lease, the respective amounts set forth in Schedule B hereto (herein called the "Basic Rent") on the dates and in the amounts as set forth in Exhibit D attached hereto Schedule B (such payment due dates are referred to herein as called the "Sublease Basic Rent Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under ) in lawful money of the Lease directly to United States of America at Lessor, or to the assignee of Lessor, if any, at the 's address set forth in the records maintained pursuant above or at such other place or to Section 19 of the Lease. Rental Payments due to such other person as Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time may designate by notice. (b) Notwithstanding anything to the contrary herein or in Schedule B, if an Event of Default under the LOL Sublease (as provided defined in Paragraph 19 thereof) shall have occurred and be continuing, the Basic Rent payable under this Lease shall be reduced, as of the date of such Event of Default, to $1.00 per annum, payable in arrears on each succeeding anniversary of the date of such Event of Default. Upon cure of such Event of Default satisfactory to the LOL Sublessor and the Mortgagee, the payment of Basic Rent hereunder shall resume in accordance with Schedule A. If the LOL Sublease is terminated by reason of a failure to cure such Event of Default, Basic Rent payable hereunder shall remain at $1.00 per annum for the remainder of the term of this Lease. (c) Lessee covenants to pay and discharge, when the same shall become due, as additional rent, all other amounts, liabilities and obligations which Lessee assumes or agrees to pay or discharge pursuant to this Lease, together with every fine, penalty, interest and cost which may be added for non-payment or late payment thereof and, in the Lease. In additionevent of any failure by Lessee to pay or discharge any of the foregoing, to the extent permitted Lessor shall have all rights, powers and remedies provided herein, by law, Sublessee shall pay when due to Sublessor law or to Lessor, as otherwise in the case may beof non-payment of the Basic Rent (provided, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Subleasehowever, including, without limitation, those that amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"as liquidated damages pursuant to Paragraph 17 shall not constitute additional rent). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.

Rent. Sublessee (a) Beginning on the Rent Commencement Date, the rent reserved under this Lease for the Term hereof shall be and consist of: (i) the Fixed Rent payable in equal monthly installments in advance on the first day of each and every calendar month during the Term (except that Tenant shall pay one (1) monthly installment on the execution of this Lease, which installment shall be applied to the order Monthly Fixed Rent due for the first (1st) month of Sublessorthe Term); plus (ii) such additional rent (“Additional Rent”) in an amount equal to Tenant’s Proportionate Share of Operating Expenses and of Real Estate Taxes (as such terms are defined in Paragraph 3 of this Lease); all charges for services and utilities pursuant to Paragraph 15 hereof; and any other charges or amounts that shall become due and payable hereunder, enforcement of any of the agreements, covenants, and obligations under this Lease and including, without limitation, the actual out-of-pocket expenses incurred by Landlord in the enforcement of any of the agreements, covenants, and obligations under this Lease and including reasonable legal fees that may accrue in the event suit for rent or dispossess proceedings are necessary to obtain the possession of the Demised Premises or to collect the rent; all of which Additional Rent shall be payable as hereinafter provided. All rent shall be paid to Landlord at its office stated above or such other place Landlord may designate in writing. If the Rent Commencement Date shall occur on a date other than the first calendar day of a month, the rent for the Equipment, a semiannual Rental Payment equal to the amount payable by Sublessor under the Lease, partial month commencing on the dates Rent Commencement Date shall be appropriately pro-rated on the basis of the monthly rent payable during the first year of the Term. (b) Tenant does hereby covenant and in agree to pay promptly the amounts Fixed Rent and Additional Rent herein reserved as set forth and when the same shall become due and payable, without demand therefor and without any set-off, recoupment, or deduction whatsoever, except as provided in Exhibit D G attached hereto (such payment hereto. All Additional Rent payable hereunder that is not due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments and payable on a monthly basis during the Term, unless otherwise payable by Sublessor to Lessor under the Lease directly to Lessorspecified herein, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date within twenty (20) days of delivery by Landlord to Tenant of notice to pay the same. (c) In the event that any payment of Fixed Rent or Additional Rent shall be fifteen paid more than five (155) days prior to after the corresponding Master Lease Payment Date, in immediately available funds at due date for the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time same as provided herein, Tenant shall pay, together with such payment, the Late Charge. Furthermore, if Tenant fails to remit a full monthly installment of the Monthly Fixed Rent or of the Additional Rent on or before the due date provided herein for two (2) consecutive months, then Landlord may require (i) all Fixed Rent and Additional Rent payments to be paid in advance on a quarterly annual basis, rather than a monthly basis, and (ii) an increase in an amount equal to one (1) installment of Monthly Fixed Rent in the LeaseSecurity Deposit. In addition, if Tenant submits to the extent permitted by lawLandlord a check for which there are insufficient funds available, Sublessee shall pay when due to Sublessor or to Lessor, then Landlord may charge Tenant as the case may be, such other amounts from time to time as are due Additional Rent an administrative and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described handling fee in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute One Hundred and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]]00/100 Dollars.[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.

Rent. Sublessee On the date that Tenant executes this Lease, Tenant shall deliver to Landlord the original executed Lease, the Base Rent (which shall be applied against the Rent payable for the first month Tenant is required to pay Base Rent), the Security Deposit, and all insurance certificates evidencing the insurance required to be obtained by Tenant under Section 12 of this Lease. Tenant agrees to pay Landlord, without prior notice or demand, or abatement, offset, deduction or claim, the Base Rent specified in the Basic Lease Information, payable in advance at Landlord's address specified in the Basic Lease Information on the Commencement Date and thereafter on the first (1st) day of each month throughout the balance of the Term of the Lease. In addition to the Base Rent set forth in the Basic Lease Information, Tenant shall pay to the order of Sublessor, as rent for the Equipment, a semiannual Rental Payment equal to the amount payable by Sublessor under the Lease, Landlord in advance on the dates Commencement Date and in thereafter on the amounts first (1st) day of each month, as set forth in Exhibit D attached hereto Section 6.3 hereof, throughout the balance of the Term of this Lease, as Additional Rent, Tenant's Share of Operating Expenses, Tax Expenses, Common Area Utility Costs, and Utility Expenses. Tenant shall also pay to Landlord as Additional Rent hereunder, immediately on Landlord's demand therefor, any and all costs and expenses incurred by Landlord to enforce the provisions of this Lease, including, but not limited to, costs associated with the delivery of notices, delivery and recordation of notice(s) of default, attorneys' fees, expert fees, court costs and filing fees (such payment due dates are referred to herein as collectively, the "Sublease Payment DatesEnforcement Expenses"). Sublessor hereby directs Sublessee The term "Rent" whenever used herein refers to make the aggregate of all Payments these amounts. If Landlord permits Tenant to occupy the Premises without requiring Tenant to pay rental payments for a period of time, the waiver of the requirement to pay rental payments shall only apply to waiver of the Base Rent and Tenant shall otherwise payable by Sublessor to Lessor under perform all other obligations of Tenant required hereunder. The Rent for any fractional part of a calendar month at the commencement or termination of the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 term shall be a prorated amount of the LeaseRent for a full calendar month based upon a thirty (30) day month. Rental Payments due to Lessor from Sublessee The prorated Rent shall be due paid on the Commencement Date and payable on each Sublease Payment Date, the first day of the calendar month in which the date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessorof termination occurs, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.

Rent. Sublessee (a) Commencing on the Commencement Date, Subtenant shall pay monthly base full service gross rent (“Monthly Base Rent”) to Sublandlord during the term of this Sublease, without offset, deduction or abatement, which Monthly Base Rent shall be in the amount of Sixty-Five Thousand and No/100 Dollars ($65,000.00). Monthly Base Rent for any partial month at the beginning or the end of the term of this Sublease shall be prorated on the basis of a 30-day month. (b) In addition to Monthly Base Rent, Subtenant is responsible for the payment of the following: (i) the Parking Charges (as defined in Section 14, below), (ii) the actual expenses incurred by Sublandlord for any additional services requested by Subtenant that are to be provided by Master Landlord (i.e., if Subtenant requests the use of after-hours HVAC, such after-hours HVAC charges and assessments which are charged by Master Landlord to Sublandlord shall be payable to Sublandlord by Subtenant); (iii) any charges permitted by and pursuant to the order Sublease or the Master Lease as a result of Sublessoractions or omissions of the Subtenant; and (iv) any actual and direct expenses Sublandlord incurs by reason of Subtenant’s non-performance of its obligations under this Sublease (collectively, “Additional Rent”). All such amounts shall be payable in full by Subtenant as rent directed by Sublandlord within ten (10) days after submission of a written invoice therefor by Sublandlord to Subtenant, and such obligations shall survive the expiration or earlier termination of this Sublease. 4510092v4 / 101022.0001 (c) Notwithstanding Subtenant’s obligation to pay Additional Rent, Sublandlord and Subtenant hereby acknowledge and agree that Subtenant shall not be responsible for the Equipment, a semiannual Rental Payment equal to the amount payable by Sublessor separate payment of Operating Expenses under the Master Lease. (d) Monthly Base Rent, on the dates Additional Rent and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are all other costs and expenses payable hereunder by Subtenant shall be referred to herein collectively as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee “rent.” All Monthly Base Rent payments shall be paid to Sublandlord on a monthly basis and are due and payable in advance on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year month. All other rent (including Additional Rent) shall be paid to Sublandlord within ten (10) days after Sublandlord’s written demand therefor. Sublandlord may impose a late charge of Sublessee during five percent (5%) of the Lease Termamount due or $100, Sublessee will provide Lessor with an Appropriation Certificate whichever is greater, for this Sublease in any rent payment not received on the form attached hereto date due. In addition, all amounts not paid by Subtenant when due shall bear interest at the rate of ten percent (10%) per annum until paid. As a cumulative and non-exclusive remedy, Sublandlord may also treat failure to pay on the first day of a month the Monthly Base Rent payment for such month as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient a Default by Subtenant, and shall be entitled to make any and all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described aboveremedies for such Default.

Rent. (a) Beginning on October 1, 2020 (the "Sublease Rent Commencement Date"), Sublessee shall covenants and agrees to pay Sublessor during the term of this Sublease base rent ("Base Rent"), without deduction or offset and without notice or demand, except as expressly provided herein, by electronic funds transfer pursuant to the order of Sublessorinstructions annexed hereto as Exhibit E and made a part hereof, or to such other entity or in such other manner as Sublessor may from time to time designate on not less than twenty (20) days' advance notice, in writing, as rent follows: Base Rent hereunder will be payable to Sublessor with respect only to the period commencing on the Sublease Rent Commencement Date through the Sublease Expiration Date, at the same times and in the same manner Sublessor is obligated to pay Landlord "Base Rent," as defined in the Lease. The first month's Base Rent (for the Equipmentmonth of October, a semiannual Rental Payment equal 2020) shall be due and payable upon the full execution and delivery of this Sublease. (b) Beginning on the Sublease Rent Commencement Date, Sublessee covenants and agrees to pay Sublessor during, and with respect to, the amount portion of the Sublease Term from and after the Sublease Rent Commencement Date, one hundred percent (100%) of all "Escalation Rent," as defined in the Lease, payable by Sublessor under the Lease with respect to the same period (including, without limitation payment of "Monthly Operating Expense Payment Amount[s]" and the "Monthly Tax Payment Amount[s]," both as defined in, and pursuant to, Article 2 of the Lease), on at the dates same times and in the amounts same manner as Sublessor is obligated to pay Landlord Escalation Rent as set forth in Exhibit D attached hereto Article 2 of the Lease. Sublessee shall have the right to exercise Sublessor's audit rights under Section 2.4 of the Lease (including the right pursuant to Section 2.4(B) of the Lease to institute an “Expedited Arbitration Proceeding,” as defined in Section 30.2(C) of the Lease), provided: (i) Landlord consents to same in the Consent Agreement; (ii) the audit is performed in strict accordance with Section 2.4 of the Lease; and (iii) an uncured "Sublessee Default," as defined herein, does not exist. Any credit of an overpayment of Additional Rent under the Lease determined in such payment Expedited Arbitration Proceeding, or approved by Landlord, which is received by Sublessor from Landlord, shall be credited against an Additional Rent payable under this Sublease. The parties agree that the rentable square footage of each floor of the Sublet Premises is as follows: (c) Beginning on the Sublease Commencement Date, Sublessee covenants and agrees to pay Sublessor during, and with respect to, the Sublease Term the following expense items: (i) "Electricity Additional Rent" for the Sublet Premises in accordance with Sections 5.3(B) and 5.3(C) of the Lease; (ii) condenser water charges for the Sublet Premises in accordance with Section 4.6 of the Lease; (iii) emergency generator usage charges for the Sublet Premises in accordance with Section 4.8(C) of the Lease; and (iv) freight elevator and loading dock usage charges for the Sublet Premises in accordance with Section 4.2(B) of the Lease, all payable by Sublessee to Sublessor in such amounts and in the same manner as Sublessor is obligated to pay Landlord for said expenses as set forth in the aforementioned sections of the Lease, provided that such amounts shall be payable by Sublessee to Sublessor not later than thirty (30) days after notice from Sublessor. (d) Sublessee shall also pay Sublessor during and with respect to the Term of this Sublease such other sums of money not otherwise provided for herein, other than Fixed Rent payable under the Lease, as shall become due dates and payable by Sublessor to Landlord pursuant to the terms and conditions of the Lease (except if as a result of any act, omission, negligence or willful misconduct of Sublessor, its agents, contractors, or employees) and/or which are due to the actions or inactions of the Sublessee in default of this Sublease. (e) All amounts payable by Sublessee under this Section 2 other than Base Rent are referred to herein as "Sublease Payment DatesAdditional Rent"). Sublessor hereby directs Sublessee Base Rent and Additional Rent are collectively referred to make all Payments otherwise payable by Sublessor to Lessor under hereinafter as the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee "Rent". (f) Rent shall be due and payable paid in advance, on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during and every month throughout the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease Sublease, except as otherwise provided herein. If Sublessee fails to pay any item of Rent on or prior to the date that such payment is due, then Sublessee shall pay to Sublessor, in addition to such item of Rent, as a late charge and as Additional Rent, an amount equal to interest at the "Applicable Rate" (as defined in the Lease) on the amount unpaid, computed from the date such payment was due to and including the date of payment; provided that twice during any calendar year, Sublessee shall be entitled to written notice of such late payment and a period of five (5) business days after receipt of such notice to cure such late payment before such interest begins to accrue. In addition, upon the third, and each succeeding, late payment under this Sublease, Sublessee shall pay Sublessor, as Additional Rent, a late charge of three percent (3%) of the outstanding Rent amount which is late. Nothing contained in this Section 2(f) limits Sublessor's rights and remedies, by operation of law or otherwise, after the occurrence of a Sublessee Default. (g) Sublessor shall request from Landlord such documentation relating to Additional Rent charges under the Lease can be obtainedas Sublessor is entitled to receive under the Lease and for which Sublessee pays hereunder, and Sublessor shall deliver same to Sublessee promptly following receipt. Sublessor will promptly discuss with Landlord any reasonable objections which Sublessee has regarding such charges, and shall use all due diligence and all reasonable efforts to resolve same, included, if requested by Sublessee in writing, and if there is a reasonable basis for doing so, Sublessor will institute and pursue litigation against Landlord to resolve any reasonable objections which Sublessee has regarding such charges. Sublessee currently intends shall, within thirty (30) days after Sublessor's written demand, reimburse Sublessor for all of Sublessor's out-of-pocket costs and expenses (including without limitation, court costs, attorney's fees [including based on any requirement under Section 23.1(B) of the Lease, or any court order, that Sublessor reimburse Landlord's attorneys' fees in connection with such litigation]), and expert witness fees (all constituting Additional Rent hereunder) in connection with such litigation and any appeals in connection therewith. Sublessee shall indemnify and hold Sublessor harmless from any vexatious litigation claim by Landlord against Sublessor based on such litigation. In the event Sublessor shall receive any refund or reimbursement arising from an Additional Rent payment made by Sublessee with respect to do all things lawfully within its power the Sublease Term, Sublessor shall promptly pay to obtain Sublessee such refund or reimbursement. In connection with any such litigation, Sublessor and maintain funds from Sublessee agree to the following: (i) Sublessee shall have reasonable approval of counsel chosen to bring such litigation, (ii) Sublessee shall have approval over the budget for any such litigation and, if, during the course of such litigation, the costs of litigation appear likely to exceed such budget, Sublessee shall have approval over such additional costs, failing which Sublessor shall discontinue the prosecution thereof. Further, if Sublessee does not approve the original litigation budget, or the choice of counsel, then unless Sublessee and Sublessor agree on an alternative budget or counsel, which the Payments parties shall use good faith efforts to agree upon, Sublessor shall not be required to pursue such litigation; (iii) Sublessor and Sublessee shall consult in good faith prior to commencing litigation, and during the course of litigation, concerning litigation strategy, and: (x) if the parties do not agree on litigation strategy prior to commencing litigation, then Sublessor shall not be required to commence such litigation until such time as the parties shall agree upon a litigation strategy, which the parties shall use good faith efforts to agree upon, or (y) if during the course of litigation, the parties, after using good faith efforts, cannot agree on a continuing litigation strategy, Sublessor may discontinue such litigation; (iv) Sublessor shall not settle any such litigation without the reasonable approval of Sublessee; and (v) if Sublessee determines at any time that it wants to discontinue any such litigation, then upon written notice from Sublessee to discontinue such litigation, Sublessor shall do so. (h) It is the intention of the parties hereto that the Rent payable hereunder shall be made. Sublessee hereby acknowledges its net to Sublessor such that this Sublease shall yield to Sublessor the net annual Rent specified herein during, and with respect only to the period constituting, the Term, and that all costs, expenses and obligations of every kind and nature whatsoever relating to make payments the Sublet Premises (excluding Fixed Rent payable under all the various circumstances described aboveLease) shall be paid by Sublessee, except as otherwise expressly set forth herein.

Rent. Sublessee 4.1 Tenant shall pay to the order of Sublessor, Landlord as rent for the EquipmentLeased Premises during the Term of this Lease the sum shown in Section 1(F) of the Basic Lease Provisions, a semiannual Rental Payment payable in advance, in equal to monthly installments in the amount payable by Sublessor under shown in Section 1(G) of the Basic Lease Provisions, upon the first day of each and every month throughout the term of this Lease. 4.2 Rental and all other charges hereunder shall be paid promptly without prior demand therefor and without deductions or set-offs for any reason whatsoever, on except as otherwise hereinafter provided, and overdue rent shall bear interest from and after the dates and in the amounts as set forth in Exhibit D attached hereto tenth (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee 10) day of Lessor, each calendar month if any, not previously paid at the address set forth rate of twelve percent (12%) per annum, but in no event higher than the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, highest rate which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time charged without the same being usurious, during delinquency until paid. Landlord shall have no obligation to time as provided in accept less than the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as full amount of all installments of rental and interest thereon and all charges hereunder which are due and owing by Sublessor or Sublessee under Tenant to Landlord, and if Landlord shall accept less than the Lease or this Subleasefull amount owing, includingLandlord may apply the sums received toward any of Tenant's obligations in Landlord's discretion. 4.3 In addition to the Basic Annual Rent set forth above, without limitationTenant shall pay to Landlord, those amounts payable under Sections 8 and 9 hereof and as additional rent, Tenant's Proportionate Share of any late charges due and owing under the Lease or this Sublease "Increased Charges" (as hereinafter defined). "Increased Charges" shall mean that portion of the "Additional Payments")Charges" (as hereinafter defined) incurred by Landlord during each calendar year in excess of the Charges incurred by Landlord during calendar year 1994. The term "Payments", as used herein, Charges for calendar year 1994 shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in be calculated by annualizing the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder actual charges incurred during the entire Lease Termperiod from February 1, 1994 through December 31, 1994. The officials Notwithstanding anything contained herein to the contrary, for purposes of Sublessee responsible the calculation of Charges incurred by Landlord during calendar year 1994, the amount of Taxes (as hereinafter defined) incurred by Landlord during calendar year 1993 shall be substituted for preparing and presenting the amount of Taxes incurred by Landlord during calendar year 1994, unless the amount of Taxes incurred in 1994 is higher, in which case 1994 Taxes shall be used. With respect to Sublessee's governing body Sublessee's budget request for such Increased Charges, prior to the beginning of each fiscal year shall include in each such budget request for each fiscal calendar year during the term of this Lease Term or as soon thereafter as is practicable, Landlord shall give Tenant notice of Landlord's estimate of Tenant's Proportionate Share of Increased Charges for the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal ensuing calendar year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments which will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, based on actual charges for the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]previous calendar year. On or before the first day of each fiscal year month during such ensuing calendar year, Tenant shall pay to Landlord one-twelfth (1/12) of Sublessee during the Lease Termsuch estimated amount, Sublessee will provide Lessor provided that until such notice is given with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient respect to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.such calendar year, Tenant shall