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 (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 (a) Lessee shall pay to rent during the order term of Sublessorthis Lease comprising a monthly reservation fee (the "Monthly Reservation Fee"), plus a base rent amount ("Base Rent"), as follows: (i) the Monthly Reservation Fee shall be (A) *** per month during the first year of the term hereof; and (B) *** per month during the second and third years of the term hereof; and (ii) the Base Rent shall be (A) *** per month during the first year of the term hereof; (B) *** per month during the second year of the term hereof; and (C) *** per month during the third year of the term hereof. The Base Rent, the Monthly Reservation Fee, the Acquired Site Rent, the Excess Site Rent (defined below), and the Discovered Site Rent (defined below), are collectively referred to as "Rent" as adjusted. Rent shall be paid in advance on a monthly basis, commencing on the first full day of the full calendar month first occurring after the Effective Date and continuing on the first day of each month thereafter during the term hereof. The Base Rent, Monthly Reservation Fee and Acquired Site Rent shall be owed by Lessee to Lessor without regard to whether the actual number of Sites leased or occupied by Lessee, or whether Lessee has met the Site Commitment, and without offset or reduction in any manner, except as expressly provided herein regarding undisputed Removed Sites and regarding undisputed Relocation Allowance amounts. The Monthly Reservation Fee shall be paid by Lessee to Lessor for Lessor's agreement to allow Lessee to add Additional Sites, in accordance with the terms described elsewhere herein. All of the fees and costs associated therewith shall be deemed included in the Monthly Reservation Fee. (b) If Lessee occupies a number of Sites in excess of the applicable Site Commitment, Lessee will be obligated to pay Lessor rent for all such excess Sites (the Equipment"Excess Site Rent") on the same date as all other Rent is paid and in addition thereto, a semiannual Rental Payment an amount equal to the amount payable by Sublessor following rate per excess Site (the "Arch Rate"). (A) For each One-Way Site: *** per month (provided the *** per month rate shall be increased to *** effective July 1, 2003 and to *** effective July 1, 2004), except if a Net Excess Watt Unit is used at a One-Way Site the rate shall be *** per month for Site (provided the *** per month rate shall be increased to *** effective July 1, 2003 and to *** effective July 1, 2004). (B) For each Two-Way Site: *** per month (provided the *** per month rate shall be increased to *** effective July 1, 2003 and to *** effective July 1, 2004). (c) If a Site becomes a Removed Site and the Removed Site Conditions are satisfied regarding such Removed Site, then subject to and in accordance with the terms of this Section 3(c), the applicable portion of the Rent otherwise owed for such Site shall not be owed, commencing effective on the date on which such Site became a Removed Site hereunder. If a Site becomes a Removed Site as provided herein under the Leasecircumstances described in: (i) Section 1(d), then the applicable portion of the Rent for such Removed Site shall be reduced in an amount equal to the greater of the Arch Rate, or if as a result of such removal and lack of a Replacement Site Lessee relocates to a Functionally Equivalent non-Lessor site, the average of the Arch Rate and the rate paid by Lessee for such non-Lessor site; (ii) in Sections 5(d)(ii), 10(a) and 10(b), 11 or 21(a), if the Site Commitment is (A) met at the time, the Excess Site Rent for such Removed Site shall not be owed, or (B) not met at the time, the applicable portion of the Rent for such Removed Site shall be reduced by the Pro Rata Amount (defined in Section 24). (d) From and after the date that is three (3) months after the Effective Date, if either party learns of or discovers that Lessee has equipment at a space on a Site hereunder or on a site elsewhere in Lessor's network, and such space or site is not then described in and subject to a Site Schedule as a Site under this Lease but was occupied by Lessee before the dates and in the amounts as set forth in Exhibit D attached hereto Effective Date (such payment due dates are referred to herein as a "Sublease Payment DatesDiscovered Site"). 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 LessorLessee, as the case may be, will provide prompt notice in writing to the other party of such other Discovered Site, together with a description of the equipment thereon. If at such time Lessee has met the minimum Site Commitment, Lessee shall be required to pay rent for such Discovered Site to Lessor ("Discovered Site Rent") for the period beginning retroactively to the Effective Date until Lessee removes its equipment from the Discovered Site, at a monthly rate equal to (1) 75% of the Arch Rate if Lessee first notifies Lessor of the Discovered Site, or (2) 125% of the Arch Rate if Lessor first notifies Lessee of the Discovered Site. Within thirty (30) days following the date a party provides written notice hereunder of a Discovered Site, Lessee, at its option, must either remove the subject equipment and restore such Discovered Site to its original condition, normal wear, tear and Casualty excepted, or enter into a Site Schedule for such Discovered Site. If a Site Schedule is entered into for a Discovered Site, such site shall constitute a Site hereunder and shall be included in the calculation of the applicable Site Commitment. (e) Lessee shall pay all amounts from time to time as that are due and owing to Lessor hereunder by Sublessor wire transfer or Sublessee under ACH credit to Lessor's account as identified by Lessor, or at Lessee's option, by Lessor ACH debit of Lessee's account as identified by Lessee, no later than the Lease first business day of each calendar month with respect to which it is payable. If payment (including any applicable late fee) is not received when due, Lessor has the option to charge a late fee equal to 5/6% per month of the amount due, but no such late fee will apply to reasonably disputed charges. (f) Lessee shall pay all sales or use taxes, fees, and assessments applicable to Rent or as a direct result of Lessee's equipment being located on or Lessee's use of the Leased Premises, but in no event shall Lessee be responsible for any local, state or federal capital levy, franchise tax, or revenue tax on profits of Lessor. (g) As part of the consideration hereunder, throughout the term of this SubleaseLease, includingLessee shall provide at no charge to Lessor, without limitation, those amounts payable under Sections 8 ten (10) two-way paging devices and 9 hereof and any late charges due and owing under related paging services in the Lease or this Sublease 50,000 character/month per device (the "Additional Payments"with $.0006 character/month charge for excess usage). 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 use 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 devices 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 Lessee's standard terms 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 aboveconditions.

Rent. Sublessee shall (a) During the Initial Term, Lessee will pay to Lessor on the order first Business Day of Sublessoreach Quarter the payment set forth on Schedule 1 for such Quarter (or, as rent if applicable, the pro- rated portion thereof) (the “Initial Term Rent Payments”). The Initial Term Rent Payments for the Equipment, a semiannual Rental Payment Quarter shall be adjusted in an amount equal to any applicable increase or decrease calculated in accordance with the amount payable by Sublessor under the Lease, on the dates and in the amounts as methodology set forth in Exhibit D attached hereto C. The Initial Term Rent Payments shall be payable through the end of the Initial Term notwithstanding any termination of this Lease (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee and the obligation to make all such Initial Term Rent Payments otherwise payable by Sublessor will be treated as having been incurred at the inception of the Initial Term), except for a termination pursuant to Section 3.1(f). In the event that this Lease is terminated pursuant to Section 3.1(f) prior to the end of the Initial Term, no further Initial Term Rent Payments shall be due, though the Lessee will pay to the Lessor a pro-rated amount of the Initial Term Rent Payment due with respect to the Quarter in which this Lease is terminated. With respect to the first payment to be made hereunder for the first Quarter of the Initial Term, Lessee shall pay to Lessor (i) on the Effective Date, the pro-rated portion of the Initial Term Rent Payment set forth on Schedule 1 for such Quarter for the period of time from and including the Effective Date to the end of such Quarter, and (ii) within fifteen (15) Days after the Effective Date, the pro-rated portion of the all rent payments due under the Exchange Lease directly for the period of time from the first day of the current Renewal Term (as such term is defined in the Exchange Lease) under the Exchange Lease to Lessor(but not including) the Effective Date. (b) During each Renewal Term, Lessee will pay to Lessor on the first Business Day of each Quarter the payment set forth on Schedule 1 for such Quarter (or, if applicable, the pro-rated portion thereof) (the “Renewal Term Rent Payments”). The Renewal Term Rent Payments for a Quarter shall be adjusted in an amount equal to any applicable increase or decrease calculated in accordance with the methodology set forth in Exhibit C. The Renewal Term Rent Payments shall be payable through the end of the applicable Renewal Term notwithstanding any termination of this Lease (and the obligation to make all such Renewal Term Rent Payments will be treated as having been incurred at the inception of the Renewal Term), except for a termination pursuant to Section 3.1(f). In the event that this Lease is terminated pursuant to Section 3.1(f) prior to the assignee end of the applicable Renewal Term, no further Renewal Term Rent Payments shall be due, though the Lessee will pay to the Lessor a pro-rated amount of the Renewal Term Rent Payment due with respect to the Quarter in which this Lease is terminated. If this Lease is extended beyond December 10, 2021 pursuant to Section 3.1(b), the Parties shall negotiate in good faith to agree on the Rent Payments for Renewal Terms during such extension. If the Parties cannot agree in good faith on the Rent Payments for such Renewal Terms by the commencement of such extension, then this Lease shall terminate as of such date. (c) Lessee shall make the Rent Payments in immediately available funds to an account in the United States of America designated from time to time to Lessee in writing by Lessor. The initial nominated account of Lessor is: Colorado Business Bank ABA #: ▇▇▇▇▇▇▇▇▇ Account Name: AEC-TH, LLC Account #: * (d) Any Rent required to be paid under this Section 2.2 that is not so paid (unless subject to a good faith dispute) will bear interest from the date on which Rent was required to be paid to the date such Rent is actually received by Lessor at an effective annual rate equal to the Interest Rate. In the event of a dispute with respect to any Rent pursuant to this Section 2.2, the Parties shall continue to perform their obligations as required hereunder. Upon resolution of such dispute, the Rent, if any, at the address set forth in the records maintained pursuant determined to Section 19 be owing by Lessee to Lessor (by agreement of the Lease. Rental Payments due to Lessor from Sublessee Parties or final determination of a court of competent jurisdiction) shall be due and payable on each Sublease Payment Datepaid within five Business Days following such resolution, which together with interest (using the interest rate described above) from 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 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 Lessee was required 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]]disputed amount.[ 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 shall pay to Sublandlord rent (“Fixed Rent”) at 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 then applicable rate set forth in on Exhibit D B 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 Lessorhereto, 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 terms of funds sufficient to meet this Sublease. (b) The first monthly installment of Fixed Rent shall be payable on the required Payments [include for school district Sublessees only]]Rent Commencement Date (as hereinafter defined). On or before Subsequent installments of Fixed Rent shall be paid in advance in equal monthly installments on the first day of each fiscal year month of Sublessee during the Lease Term. If the Commencement Date shall not be the first day of a month, Sublessee will provide Lessor with an Appropriation Certificate Fixed Rent shall be prorated on a per diem basis. The installment of Fixed Rent for this Sublease the calendar month in which the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient Expiration Date occurs shall be prorated on a per diem basis if the Expiration Date does not occur on the last day of the month. (c) Fixed Rent and all other amounts (“Additional Rent”) payable by Subtenant to make all Payments during Sublandlord under the Lease Term provisions of this Sublease shall be paid promptly when due, without notice or demand therefor, and without deduction, abatement, counterclaim or setoff, except as otherwise expressly provided in this Sublease. Fixed Rent and Additional Rent shall be paid to Sublandlord in lawful money of the United States by check at such address or, at Subtenant’s option, wire transfer or ACH to such account of Sublandlord as shall be designated by Sublandlord in writing from time to time on not less than ten (10) business days’ prior written notice. 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 provisions in the Prime Lease incorporated herein by reference (whether capitalized or lower case) referring to “fixed rent,” “annual rent,” “base rent,” “rent,” “additional rent,” “escalations,” “payments” or “charges” or words of similar import shall be deemed to refer to Fixed Rent and Additional Rent due under this Sublease. (d) Notwithstanding anything to the contrary contained herein, so long as this Sublease is in full force and effect, the Fixed Rent and the Additional Rent pursuant to Article 6 of the Prime Lease can payable by Subtenant hereunder shall be obtainedabated from the Commencement Date through and including the date immediately prior to the Rent Commencement Date (the “Rent Abatement”). Sublessee currently intends If this Sublease shall terminate due to do all things lawfully within its power a default by Subtenant hereunder, then the entire amount of the unamortized portion of the Rent Abatement applied to obtain Fixed Rent, amortized over the stated term of this Sublease, shall immediately become due and maintain funds from which payable by Subtenant to Sublandlord. For the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all purposes of this Sublease, the various circumstances described aboveterm “Rent Commencement Date” shall mean May 1, 2023.

Rent. Sublessee shall pay to Commencing upon the order of SublessorGround Lease Commencement Date, as the initial rent for the EquipmentSite (“Rent”) shall be [***] per annum, payable in equal installments of [***] per month, adjusted upward every five (5) years thereafter during the Term by a semiannual Rental Payment percentage equal to the amount greater of [***] or the CPI Percentage Increase (as defined below), but in no event to exceed an adjustment during any Adjustment Period (as defined below) of greater than [***]. The period of time from the Ground Lease Commencement Date through the date five years thereafter, and each five (5) year period thereafter shall be defined herein as an “Adjustment Period.” Any upward adjustment based on a CPI Percentage Increase (as defined below) to any payment under this Ground Lease shall hereinafter be referred to as a “CPI Adjustment.” Such Rent will be due each month on the 1st day of the month and shall be payable by Sublessor under the Lease15th day of that month; provided, however, that: (x) the first payment of Rent shall be 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 Ground Lease directly to Lessor, or to the assignee of LessorCommencement Date and, 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 Ground Lease Commencement Date is a 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 than the first day of each fiscal year the month, the first payment of Sublessee during Rent shall be in a prorated amount for the period of time between the Ground 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 Date and the Lease can next following first day of the month; (y) the first payment of Rent due upon the commencement of any new Adjustment Period will be obtained. Sublessee currently intends owed and paid one month after the commencement of that Adjustment Period in order to do all things lawfully within its power permit the Tenant to obtain calculate the CPI Percentage Increase, as set forth below; and maintain funds from which (z) the Payments may last payment of Rent shall be made. Sublessee hereby acknowledges its obligations to make payments under all in a prorated amount for the various circumstances described aboveperiod of time between the immediately preceding first day of the month and the last day of the Term.

Rent. Sublessee a. For the first Lease Year of 2012-2013 in the Initial Lease Term Tenant shall pay base rent in the annual sum of $134,991.96 as adjusted for 2012 by the CPI formula set forth above, payable in twelve equal monthly amounts. Base Rent shall adjust annually for all Lease Years during the Initial Lease Term 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 CPI formula set forth in Exhibit D attached hereto above. Rent shall commence February 1, 2012, (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 “Rent Commencement Date”) and 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 day of each fiscal year and every month over the Initial Lease Term and any Renewal Term as applicable. b. Tenant shall pay said monthly rent in said amounts in advance commencing on the Rent Commencement Date, and on the first day of Sublessee each and every month thereafter during the Lease Termterm of this Lease. c. This is a Triple Net Lease. In addition to its monthly base rent payment, Sublessee and except as otherwise expressly provided herein, Tenant shall pay its proportionate share of all real property taxes and assessments, insurance, common area maintenance and repair expenses associated with its tenancy and the property generally. Common area maintenance expenses include by way of example, but are not limited to: Parking lot and exterior building lighting, parking lot snow plowing/shoveling, lawn mowing/fertilization/aeration, tree and shrub trimming/fertilization/replacement, sprinkler system including well start-up, shut- down and repair, building exterior maintenance including painting, siding repair or replacement, parking lot seal coating, striping, parking sign repair or replacement, sidewalk and parking lot curb repair or replacement, roof and gutter repairs, and sewer line clean-out. Triple Net Expenses shall additionally include water, garbage, and recycling services common to the building. Tenant acknowledges that Landlord shall manage the building and property generally with respect to common area maintenance and repair issues, insurance and common utility issues, etc. and shall have sole authority in this regard, with such authority to be exercised in Landlord’s reasonable discretion. As used here, Tenant’s “proportionate share” shall be calculated with Tenant’s stipulated square footage of the footprint of the leased premises (15,505 rentable square feet) as the numerator and the total square footage of the building as the denominator. It is acknowledged that the amount assessed for common area maintenance and repair may change from time to time. Such variations of actual cost in relation to the actual amount of Triple Net fees paid by Tenant will provide Lessor with an Appropriation Certificate be reviewed and accounted for this Sublease by Landlord and reported to Tenant by April 30 of the following year. Based on Landlord’s annual review and accounting, any surplus or deficit of Tenant Triple Net payments paid in the form attached hereto prior year shall be credited or debited, respectively, to the Tenant by the Landlord. The Landlord shall set the new estimated Triple Net Expenses amount for the coming year based on anticipated costs, and Tenant shall agree to pay one-twelfth of such annual prorata charges concurrently with the base rent. All of such additional charges shall be termed the “Triple Net Expenses.” Tenant shall remain liable to pay to Landlord upon demand any deficiency in the Triple Net Expenses as Exhibit G. Sublessee reasonably believes that legally available funds may be determined to exist by the Landlord’s end-of-year review and reconciliation of actual expenses, notwithstanding the termination or expiration of the Lease prior to the date of such end-of-year review; and conversely, Landlord shall remain obligated to reimburse Tenant any sum as Tenant may have overpaid in Triple Net Expenses as may be determined by such end-of-year review, notwithstanding the termination or expiration of the Lease prior to such determination. Triple Net Expense Records: Landlord will maintain appropriate and complete accounts, records, documents and other evidence showing and supporting all calculation of Triple Net Expenses. Landlord will allow access to Tenant, the Montana Legislative Auditor and/or the Montana Legislative Fiscal Analyst, or other designated persons to all records as may be necessary for audit purposes and to determine compliance with this Lease, on reasonable prior written notice. All records pertaining to Triple Net Expenses must be retained by the Landlord for a period of three years from the completion date. If any litigation, claim, or audit pertaining to this Lease is started before the expiration of the three year period, the records must be retained until the litigation, claim, or audit findings have been resolved. d. Triple Net Expenses are estimated for the 2012 portion of the first Lease Year of the Initial Lease Term to be $1.95 per square foot per year ($30,234.75/yr for the leased premises), payable monthly with the base rent in an amount sufficient to make all Payments during of $2,519.56. Triple Net Expenses shall be in effect and payable upon occupancy February 1, 2012, and continuing through the Initial Lease Term and Renewal Terms if applicable. e. Tenant shall pay a late fee of this Sublease five percent (5%) of any base rent or Triple Net Expense payment that is not paid (regardless of delivery method) on or before the end of the business day (5:00 pm MST) on the tenth (10th) of each month. f. The base rents shall increase or decrease pursuant to Paragraph 3 above for the one-year Renewal Terms (possible Lease Years 6, 7, and 8). For clarification, the Lease can base rental amounts do not include the monthly triple net expense charges also to 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 paid monthly described in Paragraph 4c-d above.

Rent. Sublessee shall (a) During the Initial Term, Lessee will pay to Lessor on the order first Business Day of Sublessoreach Quarter the payment set forth on Schedule 1 for such Quarter (or, as rent if applicable, the pro- rated portion thereof) (the “Initial Term Rent Payments”). The Initial Term Rent Payments for the Equipment, a semiannual Rental Payment Quarter shall be adjusted in an amount equal to any applicable increase or decrease calculated in accordance with the amount payable by Sublessor under the Lease, on the dates and in the amounts as methodology set forth in Exhibit D attached hereto C. The Initial Term Rent Payments shall be payable through the end of the Initial Term notwithstanding any termination of this Lease (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee and the obligation to make all such Initial Term Rent Payments otherwise payable by Sublessor will be treated as having been incurred at the inception of the Initial Term), except for a termination pursuant to Section 3.1(f). In the event that this Lease is terminated pursuant to Section 3.1(f) prior to the end of the Initial Term, no further Initial Term Rent Payments shall be due, though the Lessee will pay to the Lessor a pro-rated amount of the Initial Term Rent Payment due with respect to the Quarter in which this Lease is terminated. With respect to the first payment to be made hereunder for the first Quarter of the Initial Term, Lessee shall pay to Lessor (i) on the Effective Date, the pro-rated portion of the Initial Term Rent Payment set forth on Schedule 1 for such Quarter for the period of time from and including the Effective Date to the end of such Quarter, and (ii) within fifteen (15) Days after the Effective Date, the pro-rated portion of the all rent payments due under the Exchange Lease directly for the period of time from the first day of the current Renewal Term (as such term is defined in the Exchange Lease) under the Exchange Lease to Lessor(but not including) the Effective Date. (b) During each Renewal Term, Lessee will pay to Lessor on the first Business Day of each Quarter the payment set forth on Schedule 1 for such Quarter (or, if applicable, the pro-rated portion thereof) (the “Renewal Term Rent Payments”). The Renewal Term Rent Payments for a Quarter shall be adjusted in an amount equal to any applicable increase or decrease calculated in accordance with the methodology set forth in Exhibit C. The Renewal Term Rent Payments shall be payable through the end of the applicable Renewal Term notwithstanding any termination of this Lease (and the obligation to make all such Renewal Term Rent Payments will be treated as having been incurred at the inception of the Renewal Term), except for a termination pursuant to Section 3.1(f). In the event that this Lease is terminated pursuant to Section 3.1(f) prior to the assignee end of the applicable Renewal Term, no further Renewal Term Rent Payments shall be due, though the Lessee will pay to the Lessor a pro-rated amount of the Renewal Term Rent Payment due with respect to the Quarter in which this Lease is terminated. If this Lease is extended beyond November 9, 2021 pursuant to Section 3.1(b), the Parties shall negotiate in good faith to agree on the Rent Payments for Renewal Terms during such extension. If the Parties cannot agree in good faith on the Rent Payments for such Renewal Terms by the commencement of such extension, then this Lease shall terminate as of such date. (c) Lessee shall make the Rent Payments in immediately available funds to an account in the United States of America designated from time to time to Lessee in writing by Lessor. The initial nominated account of Lessor is: Colorado Business Bank ABA #: ▇▇▇▇▇▇▇▇▇ Account Name: AEC-NM, LLC Account #: * (d) Any Rent required to be paid under this Section 2.2 that is not so paid (unless subject to a good faith dispute) will bear interest from the date on which Rent was required to be 6 paid to the date such Rent is actually received by Lessor at an effective annual rate equal to the Interest Rate. In the event of a dispute with respect to any Rent pursuant to this Section 2.2, the Parties shall continue to perform their obligations as required hereunder. Upon resolution of such dispute, the Rent, if any, at the address set forth in the records maintained pursuant determined to Section 19 be owing by Lessee to Lessor (by agreement of the Lease. Rental Payments due to Lessor from Sublessee Parties or final determination of a court of competent jurisdiction) shall be due and payable on each Sublease Payment Datepaid within five Business Days following such resolution, which together with interest (using the interest rate described above) from 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 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 Lessee was required 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]]disputed amount.[ 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) Commencing on the date that is one hundred twenty (120) days after the Sublease Commencement Date (“ Rent Commencement Date ”), Subtenant shall, without deduction, demand, notice from Sublandlord, or right of offset, pay to Sublandlord for each month during the order of Sublessor, Sublease Term as annual basic rent for the Equipment, a semiannual Rental Payment equal to (“ Basic Rent ”) in 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 following table: Rent Commencement Date through first day of calendar month following calendar month in which anniversary of Rent Commencement Date occurs (such period, “First Lease Year”) $ 13,306.88 12- month period following expiration of First Lease Year (“Second Lease Year”) $ 13,706.08 the period following Second Lease Year through Sublease Expiration Date $ 14,117.26 All payments of Basic Rent shall be made in lawful money of the United States, in advance on the first (1 st ) day of each calendar month during the Sublease Term, the first payment of Basic Rent to be made as of the date this Sublease is executed and applied against the first Basic Rent due hereunder. Payments in respect of a period less than a full calendar month shall be prorated based on the actual number of days in such month during the Sublease Term. (b) Commencing on November 1, 2010 and continuing through the Sublease Term, in addition to payment of the Basic Rent, Subtenant shall pay to Sublandlord, as to each calendar year or portion thereof during the Sublease Term, as additional rent (“ Passthrough Rent ”), without deduction, demand, notice from Sublandlord, or right of offset, (i) Subtenant’s Percentage Share (as hereafter defined) of the amount by which Operating Expenses (as defined in the Lease) for such calendar year exceed Operating Expenses in calendar year 2010 (“ Subtenant’s Expense Payment ”) and (ii) Subtenant’s Percentage Share of the amount by which Tax Expenses (as defined in the Lease) for such calendar year exceed the Tax Expenses in calendar year 2010 (“ Subtenant’s Tax Payment ”). As used herein, “ Subtenant’s Percentage Share ” shall mean Four and 85/100 percent (4.85%) (7,097 divided by 146,189). At Subtenant’s request, Sublandlord shall deliver to Subtenant any statements, invoices, or other materials delivered to Sublandlord by or at the direction of Landlord with respect to the Passthrough Rent. Subtenant shall have no right to dispute the Operating Expenses and Tax Expenses once the same is agreed upon by or adjudicated, 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 any dispute mechanism is 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 Subleaseapplicable at law, including, without limitation, those amounts payable under Sections 8 by Sublandlord and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments")Landlord. 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 hereunder, which obligations arise during and relate to the various circumstances described aboveperiod prior to termination or expiration of this Sublease, shall survive the termination or expiration of this Sublease.

Rent. Sublessee (a) Each Lease Year (as hereinafter defined), Tenant shall pay to the order Landlord Base Rent, without setoff or deductions of Sublessor, any kind (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 set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"this Lease). 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 equal monthly installments, in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In additionadvance, 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 on the first day of each fiscal calendar month of the Term at the address of Landlord stated above or such other place as Landlord may designate in writing from time to time, with payment in advance of appropriate fractions of a monthly payment for any portion of a month at the commencement and termination of the Term. Every amount payable by Tenant to Landlord hereunder shall (except as otherwise set forth in this Lease) be paid without setoff or deductions of any kind on demand. Base Rent and Additional Rent are herein collectively called “Rent”. Any Rent not paid by Tenant within ten (10) days after its due date shall thereafter be payable with a late charge equal to five (5%) percent of the unpaid rent installment, as Additional Rent. (b) Tenant’s obligation to pay Base Rent under this Lease shall commence on the Rent Commencement Date. (c) The obligation of Tenant to pay all sums of Additional Rent shall commence on the Commencement Date of the Lease and there shall be no abatement whatsoever of the obligation of Tenant to pay such sums during any period or part of any lease year of Sublessee during the term of the Lease. (d) The term “Lease TermYear” shall mean a period of twelve (12) consecutive calendar months. The first “Lease Year” shall commence on the Commencement Date, Sublessee will provide Lessor and shall end 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 expiration of the next succeeding twelve (12) months, plus the number of days, if any, required to make all Payments during have the period end at the expiration of the calendar month, and each 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 aboveYear shall run consecutively thereafter.

Rent. Sublessee 2.1 Tenant shall pay to Landlord all sums due hereunder from time to time from the Commencement Date without prior demand, together with all applicable Florida sales tax thereon; however, unless otherwise provided in this Lease, payments other than Tenant's regular monthly payments of Base Rent and "Increased Operating Costs" (subsequently defined), shall be payable by Tenant to Landlord within five (5) days following demand, except as otherwise provided in this Lease. All other charges other than Base Rent that are required to be paid by Tenant to Landlord under this Lease shall constitute Additional Rent. Base Rent and Additional Rent (Base Rent and Additional Rent are collectively referred to as "Rent"), for any "Lease Year" consisting of more than twelve (12) months shall be prorated on a per diem basis, based upon a period of 365 days. Rent payable for any partial month shall be prorated on a per diem basis, based upon a thirty (30) day month. Tenant agrees that its covenant to pay Rent and all other sums under this Lease is an independent covenant and that all such amounts are payable without counterclaim, set-off, deduction, abatement, or reduction whatsoever, except as may be expressly provided for in this Lease. 2.2 Subject to any escalation which may be provided for in this Lease, Tenant shall pay Base Rent for the Term in the initial amount specified in the Lease Summary, which, except for the first installment (which shall be payable upon Lease execution), shall be payable throughout the Term in equal monthly installments in advance on the first day of each calendar month of each year of the Term, such monthly installments to be in the amounts (subject to escalation) specified in the Lease Summary. The obligation of Tenant to pay Rent shall commence on the [Rent ] Commencement Date. The Base Rent described above shall be adjusted at the beginning of the second and each succeeding Lease Year during the Term of this Lease as provided in the Lease Summary. 2.3 In addition to the Base Rent specified in this Lease, commencing January 1, 2001. Tenant shall pay to Landlord as Additional Rent for the Premises Tenant's Proportionate Share of the amount by which the annual "Operating Costs" (as subsequently defined) exceed the Operating Costs incurred during the Base Year. Such excess is referred to as the "Increased Operating Costs." Tenant's obligation to pay its proportionate share of Increased Operating Costs shall commence as of the first day immediately subsequent to the last day of the Base Year. The amount of Increased Operating Costs payable to Landlord by Tenant may be estimated by Landlord for such period(s) as Landlord may determine from time to time (not to exceed twelve (12) months), and Tenant shall pay to Landlord the amounts so estimated in equal installments, in advance, on the first day of each month during such period. Within a reasonable period of time after the end of the period for which estimated payments have been made, Landlord shall furnish to Tenant a statement, showing the actual amount payable by Tenant based upon actual costs. If such actual Increased Operating Expenses for such calendar year shall exceed Tenant's payment so made, Tenant shall pay to Landlord the deficiency within twenty (20) days after receipt of said statement. If Tenant's payments shall exceed such actual Increased Operating Expenses, as shown on such statement, such excess shall be applied against payments next becoming due under this Lease, or, if the Lease has expired, shall be promptly refunded to Tenant. For purposes of this Lease, Operating Costs means are but not limited to all "Taxes," "Common Area Maintenance Charges," "Insurance Premiums" (as such terms are subsequently defined), and all other charges payable by the owner(s) of the Building under that certain Declaration of Protective Covenants and Restrictions for Lakes Corporate Park dated _______________and recorded in Official Records Book _____, Page _____, of the Public Records of Miami-Dade County, Florida and any supplements, amendments, replacements or additions thereto (collectively, the "Declaration"). 2.3.1 Notwithstanding anything to the contrary contained in Section 2.3, the aggregate amount of the Tenant's pro rata share of Operating Costs pursuant to this Article 2 shall not increase by more than 5% per Lease Year except with respect to insurance premiums and real property taxes for which there shall be no cap. 2.4 Rent shall be paid to or upon the order of SublessorLandlord at Landlord's Address or as otherwise designated in writing by Landlord. Landlord may change its address by notice to Tenant of such change pursuant to Section 19.2 hereof. No payment by Tenant or receipt by Landlord of an amount less than the Rent due hereunder shall be deemed to be other than on account of the earliest stipulated Rent due hereunder. Nor shall any endorsement or statement on any check or any letter accompanying any check be deemed to be an accord and satisfaction. 2.5 Any Base Rent or Additional Rent payable by Tenant to Landlord under this Lease which is not paid within ten (10) days after due, will be subject to (i) a late payment charge, as rent Additional Rent, of five percent (5%) of the delinquent amount, in each instance, to cover Landlord's additional administrative costs and (ii) if any payment shall remain overdue for more than twenty (20) days, interest on all such unpaid sums (other than the Equipmentlate charge), at a semiannual Rental Payment per annum rate equal to the amount payable lesser of the highest rate permitted by Sublessor under law or eighteen percent (18%)]. The rate of interest determined pursuant to the Lease, on the dates and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are preceding sentence is sometimes hereinafter referred to herein as the "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 Maximum Interest Rate." Such late charges and interest will be due and payable upon demand, and will accrue from the date that such Base Rent, Additional Rent, late charges or other sums are payable under the provisions of this Lease until actually paid by Tenant. Such late charges and interest shall not be considered the granting of a grace period. 2.6 Tenant shall also pay all applicable Florida sales tax levied on each Sublease Payment DateRent, which date as well as any taxes attributable to the personal property and trade fixtures owned by Tenant. 2.7 Landlord acknowledges receipt of a security deposit in the amount specified on the Lease Summary to be held by Landlord, without any liability for interest thereon, as security for the performance by Tenant of all its obligations under this Lease. Landlord shall be fifteen entitled to commingle the security deposit with Landlord's other funds. If Tenant defaults in any of its obligations under this Lease, Landlord may at its option, but without prejudice to any other rights which Landlord may have, apply all or part of the security deposit to compensate Landlord for any loss, damage, or expense sustained by Landlord as a result of such default (15including sales taxes). If all or any part of the security deposit is so applied, Tenant shall restore the security deposit to its original amount on demand of Landlord. Subject to the provisions of this Section 2.7, within thirty (30) days following termination of this Lease, if Tenant is not then in default or if no default would occur after a lapse of time, the security deposit will be returned by Landlord to Tenant. 2.8 To secure the payment of all Rent and other sums of money due and to become due hereunder and the faithful performance of this Lease by Tenant, Tenant hereby gives to Landlord an express first and prior contract and landlord's lien and security interest on all property now or hereafter acquired (including fixtures, equipment, chattels, and merchandise) by Landlord (and not by any customer of Landlord) which may be placed in the Premises and also upon all proceeds of any insurance which may accrue to Tenant by reason of destruction of or damage to any such property. Such property shall not be removed therefrom without the corresponding Master Lease Payment Datewritten consent of Landlord until all arrearages in rental and other sums of money then due to Landlord hereunder shall first have been paid. All exemption laws are hereby waived in favor of said lien and security interest. This lien and security interest is given in addition to Landlord's statutory lien and shall be cumulative thereto. Landlord shall, in immediately available funds at addition to all of its rights hereunder, also have all of the address specified by Lessor. Sublessee's periodic obligation for Rental Payments rights and remedies of a secured party under the Uniform Commercial Code as set forth in Exhibit D attached hereto may be amended from time to time as provided adopted in the LeaseState of Florida. In addition, to To the extent permitted by law, Sublessee this Lease shall pay when due constitute a security agreement under Article 9 of the Florida Uniform Commercial Code. Notwithstanding the foregoing, Landlord agrees to Sublessor subordinate its lien to a bona fide institutional lender providing acquisition financing or to Lessorlease financing for Tenant's furniture, 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 hereunderfixtures, and Sublessee equipment, so that Landlord will notify Lessor have a second lien on such furniture, fixtures 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]]equipment.[ 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) At the Closing provided for under the Agreement to Lease, 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 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, Agreement to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, Lease * 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 prepaid rent (the "Additional “Prepaid Rent”). (b) During the Initial Term, and subject to Section 2.5 of the Agreement to Lease, Lessee will pay to Lessor on the last Business Day of each Quarter the fixed payment set forth on Schedule 1 for such Quarter (the “Initial Term Fixed Rent Payments"”). The term "Payments", as used herein, Initial Term Fixed Rent Payments shall refer to Rental Payments be payable through the end of the Initial Term notwithstanding any termination of this Lease (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 obligation 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 Initial 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 Fixed Rent Payments will be made when due hereundertreated as having been incurred at the inception of the Initial Term), and Sublessee will notify Lessor and Sublessor except for a termination pursuant to Section 3.1(e). In the event that this Lease is terminated pursuant to Section 3.1(e) prior to the end of same[the Initial Term, 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 further Initial Term Fixed Rent Payments shall be subject due, though the Lessee will pay to the annual appropriation Lessor a pro-rated amount of funds sufficient the Initial Term Fixed Rent Payment due with respect to meet the required Payments [include for school district Sublessees only]]. On or before Quarter in which this Lease is terminated. (c) During each Renewal Term, Lessee will pay to Lessor on the first day last Business Day of each fiscal year Quarter the fixed payment set forth on Schedule 1 for such Quarter (the “Renewal Term Fixed Rent Payments”). The Renewal Term Fixed Rent Payments shall be payable through the end of Sublessee during the applicable Renewal Term notwithstanding any termination of this Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in (and the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient obligation to make all such Renewal Term Fixed Rent Payments during will be treated as having been incurred at the inception of the Renewal Term), except for a termination pursuant to Section 3.1(e). In the event that this Lease is terminated pursuant to Section 3.1(e) prior to the end of the applicable Renewal Term, no further Renewal Term Fixed Rent Payments shall be due, though the Lessee will pay to the Lessor a pro-rated amount of the Renewal Term Fixed Rent Payment dues with respect to the Quarter in which 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 terminated.

Rent. Sublessee (a) During the Initial Term, Lessee will pay to Lessor on the last Business Day of each Quarter the fixed payment set forth on Schedule 1 for such Quarter (the “Initial Term Fixed Rent Payments”). The Initial Term Fixed Rent Payments shall be payable through the end of the Initial Term notwithstanding any termination of this Lease (and the obligation to make all such Initial Term Fixed Rent Payments will be treated as having been incurred at the inception of the Initial Term), except for a termination pursuant to Section 3.1(e). In the event that this Lease is terminated pursuant to Section 3.1(e) prior to the end of the Initial Term, no further Initial Term Fixed Rent Payments shall be due, though the Lessee will pay to the order Lessor a pro-rated amount of Sublessor, as rent for the Equipment, a semiannual Rental Initial Term Fixed Rent Payment equal due with respect to the amount payable by Sublessor under the LeaseQuarter in which this Lease is terminated. (b) During each Renewal Term, Lessee will pay to Lessor on the dates and in last Business Day of each Quarter the amounts as fixed payment set forth in Exhibit D attached hereto on Schedule 1 for such Quarter (such payment due dates are referred to herein as "Sublease Payment Dates"the “Renewal Term Fixed Rent Payments”). Sublessor hereby directs Sublessee The Renewal Term Fixed Rent Payments shall be payable through the end of the applicable Renewal Term notwithstanding any termination of this Lease (and the obligation to make all such Renewal Term Fixed Rent Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, will be treated as having been incurred at the address set forth in inception of the records maintained Renewal Term), except for a termination pursuant to Section 19 of 3.1(e). In the Lease. Rental Payments due event that this Lease is terminated pursuant to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15Section 3.1(e) days prior to the corresponding Master Lease Payment Dateend of the applicable Renewal Term, 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 no further Renewal 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]].[ Fixed Rent Payments shall be due, though the Lessee will pay to the Lessor a pro-rated amount of the Renewal Term Fixed Rent Payment due with respect to the Quarter in which this Lease is terminated. During the Term and subject to receipt of satisfactory redeterminations of qualified emissions reductions in accordance with the Refined Coal Guidance in effect at the time of such redetermination (it being understood that redeterminations are currently required to be performed on a semi-annual appropriation of funds sufficient basis and thus may not be required for each Quarter), Lessee will pay to meet Lessor quarterly on the required Payments [include Contingent Rent Payment Date for school district Sublessees only]]. On or before each Quarter the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate Contingent Rent Payment 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.such Quarter and

Rent. Sublessee shall pay to the order of Sublessor, as rent for the Equipment, a semiannual Rental Payment equal to the amount (a) 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 Space 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 Space 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: (b) All Rent, other than Percentage Rent, owed under any Space Lease collected during the calendar month for the month in Exhibit D attached hereto may which the Closing occurs, but prior to the Closing Date, shall be amended from time to time as provided applied in the Lease. In additionfollowing order of priority (after deduction of actual out-of-pocket costs of collection paid by Seller to third parties): (i) first, to Rent due from such tenant for the month in which the Closing occurs prorated between Seller and Purchaser as of the Closing Date, and (ii) second, to the extent permitted the applicable tenant shall be in arrears for any Rent due for periods of time prior to the calendar month during which the Closing occurs (“Rent Arrears”), then Rent collected from such tenant during the calendar month in which the Closing occurs shall be applied to Rent Arrears due from such tenant for the months preceding the month during which the Closing occurs. (c) All Rent, other than Percentage Rent, owed under any Space Lease collected after the Closing Date shall be applied in the following order of priority (after deduction of actual out-of-pocket costs of collection paid by lawPurchaser to third parties): (i) first, Sublessee shall pay when to Rent then due from the applicable tenant to Sublessor Purchaser; (ii) second, to Rent due from the applicable tenant for the calendar month in which the Closing occurs, prorated between Seller and Purchaser as of the Closing Date; and (iii) third, thereafter to the balance of Rent Arrears due then to Seller from such tenant. Any sums owed to Seller or to LessorPurchaser, as the case may be, pursuant to the foregoing shall be paid to the party entitled hereunder to receive such sum within fifteen (15) days following receipt thereof by the other amounts party. Purchaser shall deliver to Seller by the twentieth (20th) day of the first full calendar month after the Closing and every month thereafter through the twelfth (12th) month following the Closing, a statement of the collection status of each Rent Arrear until the collection of all Rent Arrears. For one (1) year following the Closing, Seller shall have the right, upon reasonable notice, but no more often than once 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. Purchaser shall pursue all Rent Arrears in the 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, at its sole cost and expense (A) Seller shall have the unrestricted right to pursue collection from time to time any tenant not in possession of its space as are due and owing by Sublessor or Sublessee under of the Lease or this Sublease, Closing Date in Seller’s sole discretion including, without limitation, those amounts payable under Sections 8 initiating and 9 hereof prosecuting a lawsuit against the applicable tenant 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 B) 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-OFFevent that after Closing Purchaser evicts or otherwise terminates the possession of any tenant with Rent Arrears, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants Seller shall have the unrestricted right 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 pursue collection from such tenant 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 includeSeller’s sole discretion including, without limitation, initiating and prosecuting a lawsuit against the levy applicable tenant. (d) Percentage rent or overage rent (referred to herein as “Percentage Rent”) under each Lease shall be prorated between Purchaser and Seller for the Lease Year (as defined below) in which the Closing occurs in proportion to the relative periods of ad valorem taxes ownership of Seller and Purchaser during such Lease Year, with an adjustment to be made post-Closing upon all completion of each applicable Lease Year to account for any Percentage Rent paid after Closing Date occurs. As used herein, the taxable property within Sublesseeterm “Lease Year” means the twelve (12) month period (or, 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 The Base Rental and Additional Rental under the Primary Lease is greater than the Base Rental and Additional Rental that is due under this Sublease. The parties agree that it is the Sublessor’s sole responsibly to pay the shortfall in Base Rental and Additional Rental to the Landlord and that Sublessor 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 such shortfall timely as set forth in Exhibit D attached hereto (such payment due dates are referred to herein the Primary Lease. Sublessee shall not be in default of this Sublease or the Primary Lease 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 long as it pays direct to the assignee Landlord the Base Rental and Additional Rental that is due for the Subleased Premises under this Sublease. a) During the period commencing upon Commencement Date and terminating with this Sublease, Sublessee covenants to pay to Landlord, without any demand or notice and without any offset or reduction whatsoever, a Base Rental, payable in advance, as specified in Exhibit C attached hereto. Sublessee shall pay all Base Rental monthly direct to Landlord without notice or demand to the below address or any other address which the Landlord notifies Sublessee of Lessorin writing. Payable to: Sojourn Office, if anyLLC Attn: Property Manager ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇ ▇▇▇ PMB 26 ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ b) Sublessee shall pay Landlord at the address set forth in 4.a) above Additional Rental in the records maintained pursuant to Section 19 amount of any increases in operating expenses over base year 2019. Sublessee’s Additional Rental shall be based on the square footage of the Subleased Premises. Sublessor or Landlord shall deliver direct to Sublessee the calculation of the amount due for Additional Rental using a base year of 2019 and the square footage of the Subleased Premises in accordance with the Primary Lease. The shortfall of Additional 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 being paid 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 versus the amount of Additional Rental due and owing under the Primary Lease shall be the sole responsibility of Sublessor. c) Non-payment 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 late payment of all Payments monthly rent will be made when due hereunder, penalized and Sublessee will notify Lessor enforced in accordance with sections 3.7 and Sublessor 3.8 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]]Primary Lease.[ 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 shall pay be prorated for the month in which the Closing Date occurs, with Seller entitled to the order of Sublessor, as receive 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 period prior to the corresponding Master Lease Payment Closing Date, and with Purchaser entitled to receive rent for the period from and after the Closing Date. No rent proration shall be made for rents other than rents which have been received by either Seller or Purchaser; no credit proration shall be made at any time for rents which have accrued but which have not been paid in immediately available funds cash. Seller's remedies for rent unpaid at the address specified time of Closing are stated in Section 6.4.3. below. Rents which have been received by LessorSeller for the month in which the Closing occurs will be considered prepaid rent for the portion of that month occurring from and after the Closing, and Purchaser shall receive credit for prepaid rents hereunder. 6.4.2.1. Sublessee's periodic obligation Seller shall be entitled to fixed, minimum and base rents for Rental Payments as set forth the period prior to the Closing Date. Seller shall be entitled to retain payments it has received from Tenant, or for which it has billed Tenant, for heat, electricity and real estate taxes, for the month in Exhibit D attached hereto may be amended from time to time which Closing occurs. Purchaser and Seller will prorate these items as provided in Sections 6.4.1. and 6.4.6. 6.4.2.2. Overage rents ("OVERAGE RENTS") to be prorated hereunder shall include consumer price index, escalation payments and other similar rental payments in excess of fixed, minimum and base rents under the LeaseLeases, whether finally determined before or after the expiration of the fiscal years under the Leases. In additionCharges ("CHARGES") to be prorated hereunder shall include maintenance charges, taxes, operating expenses and similar expenses to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as Tenant under Lease pays monthly estimates with an adjustment at 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 end of each fiscal year applicable to Charges. Overage Rents and Charges shall be separately prorated under each Lease on the basis of Sublessee during the fiscal year set forth in each 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 payment of Overage Rents and Charges. All interim Overage Rent and Charges payments made before the Lease Term of this Sublease Closing Date shall be retained by Seller until year-end adjustment 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.determination

Rent. Sublessee A. During each calendar year, or portion thereof, falling within the Lease Term, Tenant shall pay to Landlord as Additional Base Rental hereunder the order sum of: (1) Tenant's Pro Rata Share 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 Lessoramount, if any, by which Taxes (hereinafter defined) for the applicable Fiscal Year exceed Taxes for the Tax Base Year plus; (2) Tenant's Pro Rata Share of the amount, if any, by which Expenses (hereinafter defined) for the applicable calendar year exceed Expenses for the Expenses Base Year. For purposes hereof, "Expenses" shall mean all Basic Costs with the exception of Taxes. Tenant's Pro Rata Share of increases in Taxes and Tenant's Pro Rata Share of increases in Expenses shall be computed separate and independent of each other prior to being added together to determine the "Excess". In the event that Taxes in any Fiscal Year decrease below the amount of Taxes for the Tax Base Year, Tenant's Pro Rata Share of Taxes for such Fiscal Year shall be deemed to be $0, it being understood that Tenant shall not be entitled to any credit or offset if Taxes decrease below the corresponding amount for the Tax Base Year. In the event that Expenses in any calendar year decrease below the amount of Expenses for the Expenses Base Year, Tenant's Pro Rata Share of Expenses for such calendar year shall be deemed to be $0, it being understood that Tenant shall not be entitled to any credit or offset if Expenses decrease below the corresponding amount for the Expenses Base Year. Notwithstanding the fact that Tenant's Pro Rata Share of increases in Taxes over the Tax Base Year is calculated on a Fiscal Year basis, Landlord shall be entitled to ▇▇▇▇ Tenant for such amounts following the end of each calendar year at the address set forth same time that Tenant will be billed for its Pro Rata Share of increases in Expenses over the records maintained pursuant Expenses Base Year. For example, during the calendar year 2000, Tenant, on a monthly basis as provided below, shall pay Landlord an amount equal to Section 19 one-twelfth (1/12) of the Leaseestimated amount by which Taxes for the Fiscal Year 1999 (7/1/98 - 6/30/99) will exceed Taxes for the Tax Base Year. Rental Payments due Following the date on which Landlord receives the quarterly tax ▇▇▇▇ with respect to Lessor from Sublessee the actual amount of Taxes for Fiscal Year 2000, Landlord, as provided below, shall provide Tenant with a reconciliation of Tenant's actual Pro Rata Share of the amount by which Taxes for the Fiscal Year 2000 exceed Taxes for the Tax Base Year. Such reconciliation statement may be sent by Landlord separately or together with Landlord's reconciliation of Tenant's actual Pro Rata Share of the amount by which Expenses for the calendar year 1999 exceed Expenses for the Expenses Base Year. If the Tax Base Year is more than or less than twelve (12) months, the Tax Base Year shall be due and payable adjusted pro-rata so that the Tax Base Year is determined on each Sublease Payment Datea twelve (12) month basis. If any Fiscal Year after the Tax Base Year is more than or less than twelve (12) months, which date then such Fiscal Year shall be fifteen adjusted pro-rata so that such Fiscal Year is determined on a twelve (1512) days prior to month basis for the corresponding Master Lease Payment Date, in immediately available funds at purposes of calculating 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 Excess for such fiscal year sufficient to pay Fiscal Year. As soon as is practical following 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 end of each fiscal calendar year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate Landlord shall furnish to Tenant a statement of Landlord's actual Basic Costs and the actual Excess for this Sublease the previous calendar year. Landlord shall use reasonable efforts to furnish the statement of actual Basic Costs on or before June 1 of the calendar year immediately following the calendar year to which the statement applies. If the estimated Excess actually paid by Tenant for the prior year is in excess of Tenant's actual Pro Rata Share of the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient Excess for such prior year, then Landlord shall apply such overpayment against Additional Base Rental due or to make all Payments during become due hereunder, provided if the Lease Term expires prior to the determination of this Sublease and such overpayment, Landlord shall refund such overpayment to Tenant after first deducting the amount of any Rent due hereunder. Likewise, Tenant shall pay to Landlord, within thirty (30) days after demand, any underpayment with respect to the prior year, whether or not the Lease can be obtained. Sublessee currently intends has terminated prior to do all things lawfully within its power to obtain and maintain funds from which receipt by Tenant of a statement for such underpayment, it being understood that this clause shall survive the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all expiration of the various circumstances described aboveLease.

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 4.1 The consideration payable by Subtenant for the Premises shall consist of the Base Rent under Section 4.2, the Additional Rent under Section 4.3 and the Other Charges under Section 4.4. Base Rent, Additional Rent and Other Charges are collectively referred to as “Rent” or “rent.” Except as specifically set forth herein, Subtenant’s covenant to pay Rent shall be independent of every other covenant in this Sublease. 4.2 Beginning on the Commencement Date and continuing thereafter on the first day of each month during the Term, Subtenant shall pay to the order of SublessorSublandlord in advance, and without notice, demand, deduction or offset (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 specifically set forth in Exhibit D attached hereto this Sublease or in the provisions of the Master Lease which are incorporated herein by reference), the monthly Base Rent specified in Section 1.8 of the Basic Sublease Provisions. Base Rent for any partial month will be prorated, based on a thirty (30) day month. Subtenant shall pay the first month’s Base Rent on the Commencement Date, and if the Commencement Date is not the first day of the month, then Subtenant shall pay the prorated Base Rent for the first partial month on the Commencement Date, subject to the terms of Section 3.2 above. 4.3 Throughout the Term, Subtenant also shall pay as “Additional Rent” an amount equal to Subtenant’s Share of Direct Expenses charged by Master Landlord to Sublandlord under the Master Lease, insofar as such payment due dates Direct Expenses are referred to herein as "incurred by Master Landlord during the Sublease Payment Dates"Term in connection with the Building (collectively, “Master Lease Pass Through Costs”). Sublessor hereby directs Sublessee To the extent Master Lease Pass Through Costs are payable on a monthly estimated basis, the Additional Rent in respect thereto shall be paid as and when Base Rent is due based on Master Landlord’s Estimate Statement; and upon any reconciliation of estimated and actual Master Lease Pass Through Costs, the corresponding Additional Rent shall be adjusted between Sublandlord and Subtenant (with appropriate reimbursements or additional payments) within thirty (30) days after delivery to make all Payments otherwise payable by Sublessor to Lessor Subtenant of any reconciliation statement under the Master Lease. For purposes of calculating Additional Rent, Sublandlord shall be entitled to rely conclusively on Master Landlord’s determination of estimated and actual Master Lease Pass Through Costs and Subtenant agrees to accept the same. 4.4 Throughout the Term, Subtenant also shall pay within thirty (30) days, or within such shorter period as required by the Master Lease where payment is an expense of Master Landlord, direct to Master Landlord, after written notice from Sublandlord any other fees, charges or other sums due for additional services provided direct to Subtenant by Master Landlord pursuant to those services which may be provided Sublandlord under the Master Lease (collectively, “Other Charges”). To the extent that utility consumption costs, including without limitation, electric and other charges incurred in connection with lighting, and providing electrical power and heating, ventilating and air conditioning service to the Premises are separately metered and billed directly to LessorSubtenant, Subtenant shall be responsible for paying all such costs before delinquency as Other Charges. To the extent such utilities are not separately metered to the Premises and billed directly to Subtenant separately from Additional Rent, Subtenant shall pay its share of such costs in an amount equal to Subtenant’s Share of Master Premises as Other Charges. Other Charges also include: (a) excess or after hours electrical service or heating, ventilating or air conditioning service supplied to the Premises as required under the Master Lease; (b) services or benefits supplied to the Premises at Subtenant’s request (or with Subtenant’s acquiescence) for which Master Landlord reserves any right to impose a fee or charge separate from the Master Lease Pass Through Costs; (c) to reimburse Master Landlord for taxes on Subtenant’s personal property, equipment and fixtures located in or about the Premises during the Term; (d) to pay for any damage to the Building or the Master Landlord’s Project resulting from the misuse, omission of or actions by Subtenant or Subtenant’s agents, employees or invitees; and (e) damages recoverable due to a default under the Master Lease which arises from any Default or failure of performance by Subtenant under this Sublease. Sublandlord reserves the right to separately meter the Premises at Sublandlord’s cost and expense where in the reasonable opinion of Sublandlord the Subtenant’s use of any of the following, electric, lighting, electrical power and heating, ventilating and air conditioning service to the Premises exceeds standard office consumption anticipated by the Master ▇▇▇▇▇▇▇▇’s Building engineer. 4.5 All Rent shall be paid to Sublandlord, 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 other person or such other place as set forth in Exhibit D attached hereto Sublandlord may be amended from time to time designate in writing. If any Rent is not paid when due, Subtenant shall pay a late charge to Sublandlord equal to the five percent (5%) of the delinquent amount due. Notwithstanding the foregoing, (i) Sublandlord will not assess a late charge until Sublandlord has given written notice of such late payment and after Subtenant has failed to cure such late payment within three (3) business days from the receipt of such Sublandlord notice of delinquency and (ii) a third late payment of recurring Base Rent during the Term shall be deemed to be a non-curable Subtenant Default that shall provide Sublandlord the right to immediately terminate this Sublease. No other notices of delinquency will be required to be delivered to Subtenant following a delinquency in order for a late charge to be incurred by Subtenant and for Subtenant to be obligated for such charge (but in all events Sublandlord will promptly provide an invoice with respect to such late charge). 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 In the event of any casualty or condemnation or an Abatement Event (as provided that term is defined in Section 6.4 (Abatement Event) of the Original Lease) affecting the Premises, Rent payable by Subtenant shall be proportionately abated (as described in the Master Lease. In addition, ) and only to the extent permitted that any amounts payable by lawSublandlord under the Master Lease (the “Master Lease Additional Rent”) are abated or reduced with respect to the Premises; provided, Sublessee that Sublandlord shall use commercially reasonably efforts to promptly enforce its rights pursuant to Section 6.4 (Abatement Event) of the Original Lease. Provided that Subtenant is not in Default and no notice of default from Sublandlord to Subtenant is then currently outstanding and uncured, Subtenant shall have the right upon not less than thirty (30) days advanced written notice to Sublandlord to audit the Sublandlord’s books and records as they relate solely and exclusively to this Sublease at Sublandlord’s offices. All costs and expenses of any such audit review shall be borne solely by Subtenant. Subtenant shall be required to use a nationally recognized accountancy firm compensated on an hourly rate basis and not by way of contingent fee to conduct Subtenant’s audit right in accordance with this Section 4.6. Subtenant shall pay when in advance the Sublandlord’s reasonable costs and expenses of providing any copies of documents requested by Subtenant as part of such audit. If, following the completion of any such audit, it is determined by the parties that Subtenant has overpaid Sublandlord and is entitled to reimbursement of excess funds paid to Sublandlord then Sublandlord shall reimburse Subtenant such sum due without interest within thirty (30) days of such determination. If, following the completion of any such audit, it is determined by the parties that Subtenant has underpaid Sublandlord and Sublandlord is entitled to Sublessor recovery of such underpaid delinquent Rent, then Subtenant shall pay such delinquent sum of Rent to Sublandlord with interest within thirty (30) days of such determination. Subtenant waives to the fullest extent available at law or equity any right to Lessorseek a reassessment of real estate taxes on the Premises, Building or Project. To the extent in Sublandlord’s sole and absolute discretion the Sublandlord as “Tenant” under the Master Lease determines that it is in the Tenant’s interest to audit the Master Landlord under the terms of the Master Lease and as a result Sublandlord receives a benefit of either a reduction in Master Lease Additional Rent or any reimbursement of Master Lease Additional Rent and such Master Lease Additional Rent relates to the Premises under this Sublease during the Sublease Term, then Sublandlord agrees to provide to Subtenant the equitable benefit of such reduction or reimbursement of Additional Rent, as the case may be, such other amounts from time as the same relates directly to time as are due the Premises in order to pass through the benefit to Subtenant in accordance with the terms and owing by Sublessor or Sublessee conditions of this Sublease. Notwithstanding the foregoing, Sublandlord shall be under no obligation to audit the Master Landlord’s books and records pursuant to the terms and conditions of the Master Lease or the terms and conditions 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 shall pay (a) Beginning on the Commencement Date, Subtenant agrees to the order of Sublessorpay, as gross rent for the EquipmentPremises the (“Rent”), a semiannual Rental Payment equal to the amount payable by Sublessor under the Lease, on the dates and in the amounts as monthly rent set forth in Exhibit D attached hereto (such payment due dates are referred the table below. This Sublease is a gross sublease and, as such, Subtenant shall have no obligation to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor pay operating expenses or similar charges under the Lease directly to Lessor, or Master Lease. All payments of Rent shall be made to the assignee of Lessor, if any, Sublandlord at the Sublandlord’s address set forth in the records maintained pursuant to Section 19 opening 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, includingor to such other payee or at such other address as may be designated by notice in writing from Sublandlord to Subtenant, without limitationprior demand therefor and without any setoff or deduction whatsoever. January 1, those amounts 2018—January 31, 2019 $ 5,530 per month February 1, 2019—November 30, 2019 $ 5,600 per month (b) Notwithstanding the foregoing, Rent shall be 100% abated for the first month of the Term, such that the first installment of Rent shall be payable under Sections 8 and 9 hereof and any late charges due and owing on February 1, 2018. (c) Subtenant’s covenant to pay Rent shall be independent of every other covenant in this Sublease. If Rent is not paid when due, Subtenant shall pay, relative to the delinquent payment, an amount equal to the sum which would be payable by Sublandlord to Master Landlord for an equivalent delinquency under the Lease Master Lease. To the extent Subtenant’s specific use or this Sublease occupancy of the Premises gives rise to any additional charges from Master Landlord to Sublandlord, pursuant to the terms of the Master Lease, Subtenant shall, upon demand, directly pay to Master Landlord, or reimburse Sublandlord, an amount equal to such charges. (the "Additional Payments"). The term "Payments"d) Subtenant shall also pay, as used hereinand when due, all taxes and assessments levied against trade fixtures, alterations, additions, improvements, inventories and other personal property located at the Premises and/or installed or maintained on the Premises by Subtenant; and, promptly following request therefor from Sublandlord, 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 provide Sublandlord copies of Sublessee responsible receipts 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 hereundersuch taxes and assessments. To the extent any such taxes or assessments are not separately assessed or billed to Subtenant, Subtenant shall pay the amount thereof as invoiced by Sublandlord. (e) Except for utilities that are the responsibility of the Master Landlord under the Master Lease, Subtenant shall transfer all utilities for the Premises into its name and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon shall pay all the taxable property within Sublessee, without limitation charges for such utilities as to rate or amount [include for municipal Sublessees only]]they become due.[ 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. Sublessee 3.1. Tenant shall pay to Landlord the order of Sublessor, following amounts as rent for the EquipmentPremises: (a) During the term of this Lease, a semiannual Rental Payment equal Tenant shall pay to Landlord, as base monthly rent, the amount of monthly rent specified in the Basic Lease Information (the “Base Rent”). The date on which Tenant’s obligation to pay Base Rent commences is referred to as the “Rent Commencement Date”. OP&F-Lionbridge/Office Lease 2 (b) During each calendar year or part thereof during the term of this Lease subsequent to the amount payable by Sublessor under the Lease, on the dates and base expense calendar year specified in the amounts Basic Lease Information (the “Base Expense Year”), Tenant shall pay to Landlord, as set forth in Exhibit D attached hereto additional monthly rent, Tenant’s Percentage Share (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 hereinafter defined) of the Lease directly to Lessor, or to the assignee of Lessortotal dollar increase, if any, at in all Operating Expenses (as hereinafter defined) paid or incurred by Landlord in such calendar year or part thereof over the address set forth Operating Expenses paid or incurred by Landlord in the records maintained Base Expense Year. (c) During each tax year (July 1 through June 30) or part thereof during the term of this Lease subsequent to the base tax year ending June 30 of the year specified in the Basic Lease Information (the “Base Tax Year”), Tenant shall pay to Landlord, as additional monthly rent, Tenant’s Percentage Share of the total dollar increase, if any, in all Property Taxes (as hereinafter defined) paid or incurred by Landlord in such tax year or part thereof over the Property Taxes paid or incurred by Landlord in the Base Tax Year. (d) From and after execution of this Lease (whether accruing prior to or after commencement of the term of this Lease), Tenant shall pay, as additional rent, all other amounts of money and charges required to be paid by Tenant under this Lease, whether or not such amounts of money or charges are designated “additional rent”. As used in this Lease, “rent” shall mean and include Base Rent, additional monthly rent and additional rent payable by Tenant in accordance with this Lease. 3.2. The additional monthly rent payable pursuant to Section 19 Sections 3.1 (b) and 3.1(c) hereof shall be calculated and paid in accordance with the following procedures: (a) On or before the first day of each calendar year during the term of this Lease other than during the Base Expense Year and the Base Tax Year, or as soon thereafter as practicable, Landlord shall give Tenant written notice of ▇▇▇▇▇▇▇▇’s estimate 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 3.1(b) and 9 3.1(c) hereof and any late charges due and owing under for 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 ensuing calendar 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 month during such ensuing calendar year, Tenant shall pay to Landlord one twelfth of such estimated amounts. If such notice is not given for any calendar year, Tenant shall continue to pay on the basis of the prior year’s estimate until the month after such notice is given, and subsequent payments by Tenant shall be based on Landlord’s current estimate. If at any time it appears to Landlord that the amounts payable under Sections 3.1 (b) and 3.1(c) hereof for the current calendar year will vary from Landlord’s estimate, Landlord may, by giving written notice to ▇▇▇▇▇▇, revise Landlord’s estimate for such year, and subsequent payments by Tenant for such year shall be based on such revised estimate. (b) Within a reasonable time after the end of Sublessee each calendar year, Landlord shall give Tenant a written statement of the amounts payable under Sections 3.1 (b) and 3.1(c) hereof for such calendar year certified by Landlord. If such statement shows an amount owing by Tenant that is less than the estimated payments for such calendar year previously made by Tenant, Landlord shall credit the excess to the next succeeding monthly installments payable under Sections 3.1 (b) and 3.1(c) hereof. If such statement shows an amount owing by Tenant that is more than the estimated payments for such calendar year previously made by Tenant, Tenant shall pay the deficiency to Landlord within ten (10) days after delivery of such statement. Tenant or ▇▇▇▇▇▇’s authorized agent or representative shall have the right to inspect the books of Landlord relating to Operating Expenses and Property Taxes, after giving reasonable prior OP&F-Lionbridge/Office Lease 3 written notice to Landlord within ninety (90) days of Landlord’s statement, and during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease business hours of Landlord at Landlord’s office in the form attached hereto Building or at such other location as Exhibit G. Sublessee Landlord may designate, for the purpose of verifying the information in such statement. ▇▇▇▇▇▇▇▇’s statement shall be deemed final and binding on Tenant, absent such a request by ▇▇▇▇▇▇. If Tenant shall have availed itself of its right to inspect the books and records, and whether or not Tenant disputes the accuracy of the information set forth in such books and records, Tenant shall nevertheless pay the amount set forth in Landlord’s statement and continue to pay the amounts required by the provisions of this Article 3, pending resolution of said dispute. Any default in the payment of such charges by Tenant shall be deemed an Event of Default under this Lease. If and to the extent Tenant disputes the accuracy of Landlord’s books and records, such claim shall be based on an inspection conducted by an independent certified public accountancy firm engaged by ▇▇▇▇▇▇ (and not compensated on a contingency basis) reasonably believes acceptable to Landlord. If ▇▇▇▇▇▇’s dispute is resolved in favor of Tenant and it is determined that legally available funds ▇▇▇▇▇▇▇▇’s statement overstated Operating Expenses and Property Taxes for the year in an amount sufficient question by five percent (5%) or more, Landlord shall reimburse Tenant for the reasonable costs of ▇▇▇▇▇▇’s accountant in performing the inspection provided for in this paragraph. (c) Failure by Landlord to make give any notice or statement to Tenant under Section 3.2(b) shall not waive Landlord’s right to receive, or Tenant’s obligation to pay, the amounts payable by Tenant under Section 3.1(b) and 3.1(c) hereof. If the term of this Lease ends on a day other than the last day of a calendar year, the amounts payable by Tenant under Sections 3.1(b) and 3.1(c) hereof applicable to the calendar year in which such term ends shall be prorated according to the ratio which the number of days in such calendar year to and including the end of the term bears to three hundred sixty five (365). Termination of this Lease shall not affect the obligations of Landlord and Tenant pursuant to Section 3.2(b) hereof to be performed after such termination. 3.3. Tenant shall pay all Payments Base Rent and additional monthly rent under Section 3.1 hereof to Landlord, in advance, on or before the first day of each and every calendar month during the Lease Term term of this Sublease Lease, except that Base Rent for the first full calendar month of the term of this Lease (the “First Month”) shall be paid upon execution of this Lease. If the Rent Commencement Date occurs on any day other than the first day of a calendar month, Base Rent for the period from the Rent Commencement Date through the end of said calendar month shall be due and payable on the Rent Commencement Date, and the Base Rent payable upon execution of this Lease can shall be obtainedcredited against the Base Rent due for the First Month as of the first day of the First Month. Sublessee currently intends Tenant shall pay all rent to do all things lawfully within its power Landlord without notice, demand, deduction or offset, in lawful money of the United States of America, at the address of Landlord specified in the Basic Lease Information, or to obtain such other person or at such other place as Landlord may from time to time designate in writing. If the Commencement Date as determined in accordance with Section 2.1 hereof is not the first day of the month and maintain funds from which the Payments may Expiration Date is not the last day of the month, then the rent for the fractional month shall be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described aboveappropriately prorated.

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 The rent payable by Sub-subtenant for the Premises shall ---- consist of basic rental ("Basic Rent") plus certain additional rental ("Additional Rent"), all as provided below. Basic Rent, Additional Rent, and any other charges due under this Sub-sublease are hereinafter referred to collectively as "Rent." (a) From the Commencement Date until the first anniversary of the Commencement Date, or if such date is not the first day of a calendar month, until the first day of the calendar month in which such date occurs, Sub- subtenant 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 LeaseSub-sublandlord 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 during the Lease Termmonth, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease without deduction or offset, monthly Basic Rent in the form attached hereto amount of $75,900.00 per month. (b) From the first anniversary of the Commencement Date, or if such date is not the first day of a calendar month, from the first day of the calendar month in which such date occurs, until the termination of this Sublease, Sub-subtenant shall pay to Sub-sublandlord in advance, on or before the first day of each month, without deduction or offset, monthly Basic Rent in the amount of $80,500.00 per month. (c) Sub-subtenant also shall pay, as Exhibit G. Sublessee reasonably believes Additional Rent, all additional rental amounts and such other charges as may be imposed by Sublandlord upon Sub-sublandlord under the Master Sublease. (d) To the extent that legally available funds Additional Rent due under the Master Sublease is on a monthly basis, such Additional Rent shall be paid to Sub-sublandlord as en Basic Rent is paid. All Rent shall be paid to Sub-sublandlord at the address specified for Sub-sublandlord below, or to such other person or to such other place as Sub-sublandlord may from time to time designate in writing. To the extent that Additional Rent is payable on an amount sufficient estimated basis pursuant to the Master Sublease, the Additional Rent due hereunder shall be adjusted between the parties (with appropriate reimbursements or additional payments) within twenty (20) days after the actual Additional Rent due under the Master Sublease has been determined and notice thereof has been delivered to Sub-subtenant. (e) Sub-sublandlord shall pay all "Rent" and other monetary amounts required to be paid under the Master Sublease (collectively, "Underlying Rent") on or before the date such amounts become due and payable thereunder. If Sub-sublandlord fails to make all Payments during any payment of Underlying Rent as and when required under the Lease Term of this Sublease and Master Sublease, Sub-subtenant shall have the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which right, but not the Payments may be made. Sublessee hereby acknowledges its obligations obligation, to make such payments on behalf of Sub-sublandlord, in which event Sub-subtenant shall have the right to offset any amounts so paid against Rent payable under all this Sub-sublease. (f) In the various circumstances described aboveevent of any casualty or condemnation affecting the Premises, Rent payable by Sub-subtenant shall be proportionately abated, but only as to the portion of the Premises damaged or taken; and only to the extent that Underlying Rent payable under the Master Sublease is abated. Sub- subtenant shall have no right to terminate the Sub-sublease in connection with any casualty or condemnation except to the extent that the Master Sublease is also terminated as to the Premises or any portion thereof.

Rent. Sublessee (a) Tenant shall pay to the order of SublessorLandlord (or to Lender, if directed by Landlord), as minimum annual rent for the EquipmentLeased Premises during the Term, 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 “B” attached hereto (such payment due dates are referred to herein as "Sublease “Basic Rent”), payable in advance commencing on the first day of the first month following the month in which the Commencement Date occurs (unless the Commencement Date is the first day of a month, in which case commencing on the Commencement Date) continuing on the first day of each calendar month thereafter during the Term (the said days being called the “Basic Rent Payment Dates"”). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under , and shall pay the Lease directly to Lessor, or to the assignee of Lessor, if any, same at the Landlord’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 Datebelow, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, 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 as provided may designate to Tenant in writing, in funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America and if required by Lender or Landlord by wire transfer in immediately available federal funds to such account in such bank as Lender or Landlord shall designate, from time to time. Upon request by Landlord, Tenant shall establish arrangements whereby payments of the Basic Rent and Additional Rent are transferred by Automated Clearing House Debit from an account established by Tenant at a United States bank or other financial institution to such account as Landlord may designate. Basic Rent shall be adjusted on certain anniversaries of the Lease Year Commencement Date, as set forth on Exhibit “B”. If the Commencement Date shall occur on a date other than the first day of a calendar month, then, Basic Rent for the period from and including the Commencement Date through and including the last day of the month in which the Commencement Date occurs shall be paid, in advance, on the date hereof, in an amount prorated by (i) dividing the monthly installment of Basic Rent due for the month in which the Commencement Date occurs by the number of days in such month, and (ii) multiplying such sum by the numbers of days remaining in such month from and after the Commencement Date. (b) Tenant shall pay and discharge before the imposition of any fine, lien, interest or penalty may be added thereto for late payment thereof, the following (“Additional Rent”), all other amounts 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 by the party to whom such payment is due for nonpayment or late payment thereof. In additionthe event of any failure by Tenant to pay or discharge any of the foregoing, Landlord shall have the same rights, powers and remedies provided herein, by Law or otherwise as are available to Landlord in the extent permitted event of nonpayment of Basic Rent. (c) If any installment of Basic Rent is not paid within ten days after written notice is given by lawLandlord or Lender (or Lender’s servicer or other designee of Lender) to Tenant that the same is overdue, Sublessee Tenant shall pay when due to Sublessor Landlord or to LessorLender, as the case may be, such other amounts from time on demand, as Additional Rent, a late charge equal 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 five percent (5%) (the "“Late Charge”) on such overdue installment of Basic Rent. Tenant acknowledges and agrees that late payment of Basic Rent or Additional Payments")Rent by Tenant will cause Landlord to incur increased costs not contemplated by this Lease. The term "Payments"exact amount of such costs is extremely difficult to ascertain. Such costs include, as used hereinbut are not limited to, shall refer to Rental Payments processing 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 Termaccounting charges. The officials assessment of Sublessee responsible for preparing the forgoing late charge represents a fair 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 reasonable estimate of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption certain costs which Landlord will incur by reason 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 a late payment 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]]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 4.1 From and after the Rent Commencement Date, Tenant shall pay to the order of Sublessor, as rent for the Equipment, a semiannual Rental Payment Base Rent in twelve (12) equal to the amount payable by Sublessor under the Lease, monthly installments 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 month, without (except as expressly set forth herein) any offset, abatement, defense, claim, counterclaim or deduction whatsoever. Simultaneously with Tenant's execution of Sublessee this Lease, Tenant shall pay an amount equal to one (1) month's Base Rent, which amount shall be credited toward the monthly installment of Base Rent payable for the first full calendar month of the Term after the expiration of the Concession Period. If the Rent Commencement Date is not the first day of a calendar month, then Rent (as hereinafter defined) from the Rent Commencement Date until the first day of the following calendar month shall be prorated on a per diem basis using, for the Base Rent, the rate of the monthly installment of the Base Rent payable during the first Lease Year, and Tenant shall pay such prorated installment of the Base Rent on or before the Rent Commencement Date. If the Expiration Date of this Lease is not the last day of a calendar month (other than by reason of Tenant's default), then Rent for such month shall be prorated on a per diem basis using, for the Base Rent, the rate of the monthly installment of the Base Rent payable during the Lease TermYear in which this Lease terminates. 4.2 (a) Any item of rent, Sublessee will provide Lessor with or other fee or charge owed by Tenant to Landlord hereunder, other than Base Rent, and any cost, expense, damage or liability incurred by Landlord for which Tenant is liable hereunder, shall be considered "Additional Rent" payable pursuant to this Lease, without any offset, abatement, defense, claim, counterclaim or deduction whatsoever (except as expressly set forth herein), and shall, unless a different time period is specifically provided herein, be paid by Tenant within thirty (30) days after an Appropriation Certificate for this Sublease in invoice therefor is given to Tenant. As used herein, the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make term "Rent" shall mean, collectively, all Payments during the Lease Term of this Sublease Base 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 obligations to make payments under all the various circumstances described aboveAdditional Rent.

Rent. Sublessee Tenant shall pay to Landlord as the order of Sublessor, as base rent for the EquipmentPremises (the “Base Rent”) the amount set forth in Section 1, 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 component attributable to Operating Expenses (defined below) per square foot of Rentable Area in the Premises for the Base Year as specified in Section 1(“Base Operating Expenses”). Prior to January 1 of each year in the Term, Landlord shall provide Tenant with an estimate of Operating Expenses for the next calendar year in the Term (each, an “Operating Period”). If Operating Expenses per square foot of Rentable Area during any Operating Period, as estimated by Landlord, exceed Base Operating Expenses, 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 in Exhibit D attached hereto above adjusted upward by an amount equal to the product of (i) the difference between Operating Expenses for such payment due dates are referred to herein as "Sublease Payment Dates"Operating Period and the Base Operating Expenses, multiplied by (ii) the Pro-rata Share. Landlord shall, within one hundred twenty (120) days after the end of each Operating Period, furnish Tenant with a statement of the Operating Expenses during such year and a computation of the Base Rent Adjustment (“Expense Statement”). Sublessor hereby directs Sublessee 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 Tenant, Tenant shall pay the difference within thirty (30) days after delivery of the Expense Statement. If the Expense Statement shows that Tenant paid more than the actual amount owed, Tenant shall receive a credit therefor. The credit shall be applied to Lessor under the Lease directly future monthly payments attributable to LessorBase Rent Adjustment, or to the assignee of Lessorif this Lease has expired, 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 amount shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior refunded 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]]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 A. During each calendar year, or portion thereof, falling within the Lease Term, Tenant shall pay to Landlord as Additional Base Rental hereunder the order sum of: (1) Tenant's Pro Rata Share 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 Lessoramount, if any, at by which Taxes (hereinafter defined) for the address set forth in applicable calendar year exceed Taxes for the records maintained pursuant to Section 19 Base Year plus (2) Tenant's Pro Rata Share of the Leaseamount, if any, by which Expenses (hereinafter defined) for the applicable calendar year exceed Expenses for the Base Year. Rental Payments due to Lessor from Sublessee For purposes hereof, "Expenses" shall mean all Basic Costs with the exception of Taxes. Tenant's Pro Rata Share of increases in Taxes and Tenant's Pro Rata Share of increases in Expenses shall be due computed separate and payable on independent of each Sublease Payment Date, which date shall be fifteen (15) days other prior to being added together to determine 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"Excess". In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessorevent that Taxes and/or Expenses, as the case may be, such other amounts from time to time as are due and owing by Sublessor in any calendar year decrease below the amount of Taxes or Sublessee under Expenses for the Lease or this SubleaseBase Year, 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"Tenant's Pro Rata Share of Taxes and/or Expenses, as used hereinthe case may be, 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 such calendar year shall include in be deemed to be $0, it being understood that Tenant shall not be entitled to any credit or offset if Taxes and/or Expenses decrease below the corresponding amount for the Base Year. Prior to the Commencement Date and prior to January 1 of each such budget request for each fiscal calendar year during the Lease Term Term, or as soon thereafter as practical, Landlord shall make a good faith estimate of the Payments to become due in such fiscal year, thereby securing Excess for the appropriation of moneys for such fiscal applicable calendar year sufficient to pay the Payments coming due therein. Upon adoption of Sublesseeand Tenant'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]]Pro Rata Share thereof. On or before the first day of each fiscal month during such calendar year, Tenant shall pay to Landlord, as Additional Base Rental, a monthly installment equal to one-twelfth of Tenant's Pro Rata Share of Landlord's estimate of the Excess. Landlord shall have the right from time to time during any such calendar year to revise the estimate of Sublessee Basic Costs and the Excess for such year and provide Tenant with a revised statement therefor, and thereafter the amount Tenant shall pay each month shall be based upon such revised estimate. If Landlord does not provide Tenant with an estimate of the Basic Costs and the Excess by January 1 of any calendar year, Tenant shall continue to pay a monthly installment based on the previous year's estimate until such time as Landlord provides Tenant with an estimate of Basic Costs and the Excess for the current year. Upon receipt of such current year's estimate, an adjustment shall be made for any month during the current year with respect to which Tenant paid monthly installments of Additional Base Rental based on the previous year's estimate. Tenant shall pay Landlord for any underpayment within ten (10) days after demand. Any overpayment shall, at Landlord's option, be refunded to Tenant or credited against the installment of Additional Base Rental due for the months immediately following the furnishing of such estimate. Any amounts paid by Tenant based on any estimate shall be subject to adjustment pursuant to the immediately following paragraph when actual Basic Costs are determined for such calendar year. As soon as is practical following the end of each calendar year during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate Landlord shall furnish to Tenant a statement of Landlord's actual Basic Costs and the actual Excess for this Sublease the previous calendar year. If the estimated Excess actually paid by Tenant for the prior year is in excess of Tenant's actual Pro Rata Share of the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient Excess for such prior year, then Landlord shall apply such overpayment against Additional Base Rental due or to make all Payments during become due hereunder, provided if the Lease Term expires prior to the determination of this Sublease and such overpayment, Landlord shall refund such overpayment to Tenant after first deducting the amount of any Rent due hereunder. Likewise, Tenant shall pay to Landlord, within ten (10) days after demand, any underpayment with respect to the prior year, whether or not the Lease can be obtained. Sublessee currently intends has terminated prior to do all things lawfully within its power to obtain and maintain funds from which receipt by Tenant of a statement for such underpayment, it being understood that this clause shall survive the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all expiration of the various circumstances described aboveLease.

Rent. Sublessee shall 4.01 Tenant agrees to pay Landlord during the Term of this Lease the Basic Minimum Annual Rent, it being understood that the Basic Minimum Annual Rent is $0 until December 1, 1990. 4.02 Tenant agrees to pay Landlord during the Term of this Lease Additional Rent, consisting of: (i) Tenant's Pro Rata Share of the Basic Operating Cost; (ii) all utility charges which are not included as items of Basic Operating Cost but are the cost responsibility of Tenant under other provisions of this Lease (which have not been paid by Tenant directly to the order utility providing the service under other provisions of Sublessor, this Lease); (iii) and any other item specifically set forth elsewhere in this Lease as rent an item of Additional Rent or as an item which is in any other manner the cost responsibility of Tenant. Landlord shall give Tenant within a reasonable time after the commencement of Landlord's fiscal operating year for the Equipment, Project a semiannual Rental Payment equal statement of Tenant's Pro Rata Share of estimated Basic Operating Cost for the ensuing year. Tenant agrees 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 pay Tenant's Pro Rata 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 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 Basic Operating Cost for each fiscal year shall include in each such budget request for monthly installments in accordance with Landlord's statement. Landlord shall, within ninety days after the end of each fiscal year for which Basic Operating Cost has been charged in accordance with the estimated charges, give to Tenant a statement of the actual Basic Operating Cost incurred for the previous year. Adjustment shall be made for any overpayment or underpayment of the actual charges resulting from any variance between the actual Basic Operating Cost for the previous year and the estimated Basic Operating Cost paid by Tenant, which adjustment may be made by increasing or decreasing the Additional Rent charges for the next year, a refund or a lump sum charge, provided, however, that Landlord shall not be required to make such adjustment more than once per year. If during any fiscal operating year, Landlord shall not have delivered to Tenant the statement mentioned for such year, Tenant shall continue to pay Landlord the sums payable for the immediately preceding year, until the statement for the current year shall have been delivered, at which time the monthly payments by Tenant shall be adjusted retroactively. Upon the request of Tenant, Landlord shall supply reasonable itemization and documentary back-up for the statement of the actual Basic Operating Cost. If during all or part of any fiscal year any particular item or items of service or work (which would constitute an element of Additional Rent hereunder) are not furnished to any portion of the Project due to the fact that such portion is not completed, occupied or leased, then for the purposes of computing Additional Rent payable hereunder, the amount of such expenses for such items shall be increased by an amount equal to the expenses which would have reasonably been incurred during such period if Landlord had at his own expense furnished such items of service or work to such portion of the Project, provided in no event shall Landlord recoup more than 100% of the expenses actually incurred by Landlord. Utility charges set forth as a portion of Additional Rent, above, may be included with the statement of estimated Basic Operating Cost and billed and adjusted in the same manner as Tenant's Pro Rata Share of the Basic Operating Cost. If any part of the first or last Lease Years of the Term of this Lease shall include part of a tax or operating expense year, Tenant's liability under this paragraph shall be apportioned so that Tenant shall pay only for such parts of such tax year and operating expense years that shall be included in the Term of this Lease. Landlord may elect to ▇▇▇▇ the full amount of any item of Additional Rent which is not an item of Basic Operating Cost as such item of expense is incurred by Landlord (repair of damage caused by Tenant, for example). All items of Additional Rent which are capital items not specifically the immediate cost responsibility of Tenant pursuant to other terms of the Lease Term shall be amortized in accordance with generally accepted accounting principles, provided that no item shall have a useful life of more than fifteen years. Notwithstanding the Payments foregoing, items (i) and (ii) of additional rent shall be payable for the period beginning with the Leased Premises Completion Date (defined in Article XIX) and shall not begin to become accrue until such date. 4.03 The Basic Minimum Annual Rent and the monthly installment portion of the Additional Rent shall be due in such fiscal yearinstallments, thereby securing commencing with the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget Commencement Date 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 on the first day of each fiscal month thereafter, in advance. If the Commencement Date is not the first day of a calendar month, the installment due on the Commencement Date shall be pro rated for the fractional period remaining in the month of the Commencement Date. It is the intention of the Landlord and Tenant that the rents herein specified shall be net to the Landlord in each 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 Lease, payable without any reduction, abatement or setoff, and that all costs, expenses and obligations of every kind relating to the Leased Premises, whether or not specifically set forth in this Lease, which may arise or become due under any contingency whatsoever during the Term of this Lease shall be paid by the Tenant and the Lease can be obtainedTenant shall indemnify the Landlord and save the Landlord harmless from and against all such costs, expenses and obligations. Sublessee currently intends to do all things lawfully within All installments of rent past due beyond thirty days shall bear interest at the lesser of two percentage points per annum over the prime rate of interest as announced by The Connecticut Bank and Trust Company, N.A., or its power to obtain successor, or the maximum rate permitted by applicable law, from date due until payment is received. Any liability for unpaid Basic Minimum Annual Rent and maintain funds from which Additional Rent shall survive the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all termination of the various circumstances described aboveLease.

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, Beginning on the dates Rent Commencement Date and continuing thereafter throughout the Term, Tenant will pay the Rent in the amounts as set forth monthly installments 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 Lessoradvance, without demand, deduction or to the assignee of Lessoroffset, if any, at the address set forth in the records maintained pursuant to Section 19 lawful money of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable United States commencing on each Sublease Payment the Rent Commencement 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 continuing on the first day of each fiscal year and every month thereafter until the Termination Date. Rent payments for any fractional calendar month at the end, or the beginning of Sublessee during the Lease Termterm of the Lease, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in be prorated. In the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds event Tenant fails to pay any installment of Rent hereunder within ten days of the due date of such installment, Tenant will pay to Landlord on demand a late charge in an amount sufficient equal to make four percent (4%) of such installment. The provision for such late charge will be in addition to all Payments of Landlord’s other rights and remedies hereunder or at law and will not be construed as liquidated damages or as limiting Landlord’s remedies in any manner. Commencing with the second Lease Year hereunder, Base Annual Rent will increase on each anniversary of the Rent Commencement Date by the Base Annual Rent Escalation over the Base Annual Rent paid the previous Lease Year. Commencing January 1 of the year following the Commencement Date and continuing thereafter for each calendar year during the Lease Term Term, Landlord will present to Tenant Tenant’s Forecast Operating Expenses. Tenant will pay without deduction, offset, or counter claim, and otherwise in the same manner as Base Annual Rent on the first day of each calendar month during the Term, an amount equal to one twelfth (1/12) of Tenant’s Forecast Operating Expenses as Additional Rent. From time to time during any calendar year, Landlord may revise Tenant’s Forecast Operating Expense and adjust Tenant’s monthly payments to reflect Landlord’s such revisions. Promptly after the full execution of this Sublease Lease (and delivery to Tenant of a copy thereof), Tenant shall pay Landlord the Lease can first month’s Rent due hereunder. Notwithstanding the foregoing, and provided there is no default or event of default hereunder by Tenant, Base Annual Rent (but not Operating Expenses) shall be obtainedabated hereunder for the first five (5) months after the Commencement Date (the “Rent Abatement”). Sublessee currently intends to do all things lawfully within Tenant will be responsible for its power to obtain Proportionate Share of the Operating Expenses for the Building as well as its utilities and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described abovejanitorial services.

Rent. 4.1 Sublessee shall pay to Sublessor during the order Term, in lawful money (by good check evidencing immediately available funds) of Sublessorthe United States, without any prior demand therefor and without any offsets or deductions whatsoever except as may be other~vise expressly provided herein, the following sums (collectively, "Rent"): (a) fixed rent ("Basic Rent") at the Annual Basic Rent Rate for the Equipmentperiod commencing on the Execution Date and ending on the Expiration Date. In addition, a semiannual Rental Payment an amount equal to the amount of Basic Rent which would have been payable by Sublessor under for the Lease, period beginning on (and as though the Term of this Sublease had commenced on) the Proration Date and ending 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 day prior 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 Execution Date shall be due and payable on each Sublease Payment the Execution Date. (b) percentage rent ("Percentage Rent") at the rate specified in, and on the terms and conditions set forth in, the Percentage Rent Rider attached hereto as Exhibit "E"; and (c) additional rent ("Additional Rent") consisting of all other sums of money as shall become due from and be payable by Sublessee hereunder (for default in the payment of which date Sublessor shall have the same remedies as for a default in the payment of Basic Rent). Basic Rent, Percentage Rent and Additional Rent are sometimes collectively referred to herein as "Rent". 4.2 Except as expressly provided in Paragraph 4.1 hereof, Basic Rent shall be fifteen (15) days prior to payable in advance in equal monthly installments beginning on 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 Execution 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 on the first day of each fiscal year of Sublessee calendar month thereafter during the Lease Term. In addition, an amount equal to the amount of Basic Rent which would have been payable for the period beginning on (and as though the Term of this Sublease had commenced on) the Proration Date and ending on the day prior to the Execution Date shall be due and payable on the Execution Date. 4.3 The amount payable on the Execution Date calculated based upon the Proration Date, as set forth above, shall be prorated on the basis of the actual number of days in the month in which the Proration Date occurs. In the event the Expiration Date shall occur on a day other than the last day of a calendar month, then the amount of the monthly installment of the Basic Rent for the last month or portion thereof in which the Expiration Date occurs shall be prorated on the basis of the actual number of days in such month, and any excess prepaid Basic Rent and Additional Rent shall be refunded by Sublessor to Sublessee on the Expiration Date. 4.4 If Sublessee shall fail to pay any rents, charges or other sums after the same become due and payable, such unpaid amounts shall bear interest at the per annum rate of one percent (1%) in excess of the rate from time to time announced by NationsBank, N.A. (or any successor thereto) as its "prime rate" ("Late Payment Interest Rate"), calculated on the basis of actual days elapsed, based on a three hundred sixty (360) day year, from the fifth (5th) business day following the due date of such rents, charges or other sums to the date of payment; except that such interest shall never exceed the maximum legal rate from time to time permitted by applicable law; provided, however, if the payment is more than thirty (30) days late, the Late Payment Interest Rate, from and after such thirtieth (30th) day, shall be increased by three (3) percentage points, except that such interest shall never exceed the maximum legal rate from time to time permitted by applicable law The provisions herein for Additional Rent shall not be construed to extend the date for payment of any sums required to be paid by Sublessee hereunder or to relieve Sublessee of its obligation to pay all such sums at the time or times herein stipulated. Notwithstanding the imposition of such Additional Rent, Sublessee will provide Lessor with an Appropriation Certificate for shall be in default under this Sublease if any or all payments required to be made by Sublessee are not made within ten (10) days following written notice that any such amounts are past due, which notice shall identify in reasonable detail the form items required to be paid, and the exact amount required to cure such default. Notwithstanding anything to the contrary in this Sublease, Sublessee shall not be in default with respect to payment of Percentage Rent until the expiration of ten (10) days following written notice received by Sublessee of the final determination of the amount thereof following any dispute with respect thereto, which shall be resolved in accordance with the provisions of the Percentage Rent Rider attached hereto as Exhibit G. "E", provided that Sublessee reasonably believes that legally available funds in an shall have paid, on or before the due date or within any applicable notice and grace period, the amount sufficient to make all Payments during the Lease Term of Percentage Rent which is undisputed. (a) For purposes of this Sublease Paragraph 4.5, a "Major Event" shall mean any of the following events: (i) Sublessee is prevented from charging such prices, rates and charges as it chooses in its sole discretion for products and services on the Lease can be obtained. Premises because of the relationship of Sublessor or DNR to the Premises, or by reason of legal requirements specifically applicable only to the Premises or applicable solely to properties or assets such as the Premises which have been privatized by the State of Georgia; (ii) Sublessee currently intends to do all things lawfully within its power is prevented from charging such prices, rates and charges as the result of controls imposed by the Corps in a manner inconsistent with the Corps Consent, Estoppel and Non-Disturbance Agreement; (iii) Sublessee fails to obtain liquor licenses in accordance with the terms of Paragraph 33 hereof, Sublessee having otherwise complied in all respects with all of the terms and maintain conditions set forth therein, due to (A) the nonexistence of Sublessor, (B) Sublessor's failure or refusal to issue such liquor licenses for any reason other than Sublessee's failure to comply with the usual and customary requirements of Sublessor, or failure to comply with the terms of Paragraph 33 hereof, which failure Sublessee fails to cure within thirty (30) days after receipt of written notice that any such liquor license will not be issued, which notice shall set forth in reasonable detail the reason that such liquor license will not be issued and any action required to satisfy the objections of Sublessor, or (C) the lack of authority of Sublessor to issue liquor licenses; (iv) the hotel tax described in Paragraph 34 is no longer imposed by Sublessor, and/or (subject to the limitations on the applications of such funds from which the Payments described in Paragraph 34 below) Sublessee no longer may use its discretion in determining how such funds may be madeutilized in promoting and marketing the Premises, due to (A) the nonexistence of Sublessor, (B) Sublessor's failure or refusal to impose such tax, or (C) the lack of authority of Sublessor to impose such tax; (v) the Corps target level of the waters of Lake ▇▇▇▇▇▇ is permanently reduced below an elevation of 1059 feet based on National Geodetic Vertical Datum; and (vi) the State of Georgia (or any other agency or instrumentality thereof) levies any tax or other assessment solely against the Premises or any portions thereof, or solely against properties or assets such as the Premises which have been privatized by the State of Georgia. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances The event described abovein subclause (iv) above shall not be a Major Event if such hotel tax is no longer imposed by Sublessor by reason of a general repeal of such tax.

Rent. Sublessee 4.1 From and after the Commencement Date, Tenant shall pay to the order of Sublessor, as rent for the Equipment, a semiannual Rental Payment Base Rent in twelve (12) equal to the amount payable by Sublessor under the Lease, monthly installments 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 month, without any offset, abatement, defense, claim, counterclaim or deduction whatsoever except as expressly set forth in this Lease. If the Commencement Date is not the first day of Sublessee a calendar month, then the Base Rent from the Commencement Date until the first day of the following calendar month shall be prorated on a per diem basis at the rate of one-thirtieth (1/30th) of the monthly installment of the Base Rent payable during the first Lease Year, and Tenant shall pay such prorated installment of the Base Rent on or before the Commencement Date. If the Expiration Date of this Lease is not the last day of a calendar month (other than by reason of Tenant’s default), then Base Rent for such month shall be prorated on a per diem basis at the rate of one-thirtieth (1/30th) of the monthly installment of the Base Rent payable during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease Year in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during which the Lease Term terminates. (a) Any item of rent, or other fee or charge owed by Tenant to Landlord hereunder, other than Base Rent, and any cost, expense, damage or liability incurred by Landlord for which Tenant is liable hereunder, shall be considered “Additional Rent” payable pursuant to this Sublease Lease, without any offset, abatement, defense, claim, counterclaim or deduction whatsoever except as expressly set forth in this Lease and shall, unless a different time period is specifically provided herein, be paid by Tenant within thirty (30) days after an invoice therefor is given to Tenant. As used herein, the Lease can be obtained. Sublessee currently intends to do term “Rent” shall mean, collectively, all things lawfully within its power to obtain Base 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 aboveAdditional Rent.

Rent. Sublessee shall A. Subtenant covenants and agree to pay to Sublandlord, in lawful money of the order United States, fixed rent ("Fixed Rent") equal to thirty-five (35%) percent of Sublessorall Fixed Rent, as rent Escalation Rent and Electricity Charges payable by Sublandlord for the Equipment, a semiannual Rental Payment equal period corresponding to the amount payable by Sublessor under the Lease, on the dates term of this Sublease pursuant to and as defined in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to Prime Lease. Currently, Sublandlord pays $83,352 per month and accordingly Fixed Rent 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, shall initially be at the address set forth in the records maintained pursuant to Section 19 rate 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$29,173.20 per month. In addition, if and to the extent permitted by lawSubtenant shall request overtime or additional services as provided for in paragraphs 2(h) and 2(i) of the Prime Lease, Sublessee then Subtenant shall be solely responsible for the additional costs incurred. Subtenant shall pay when due to Sublessor the first monthly installment of Fixed Rent payable under this Sublease on execution of this Sublease. Sublandlord shall accompany its invoices for Fixed Rent and other charges with a copy of the applicable invoice from Overlandlord or to LessorPrime Landlord, as the case may be, such other amounts from time to time as are . (a) Fixed Rent shall be due and owing payable in equal monthly installments in advance, three (3) Business Days prior to the first day of each month during the Term. If the Commencement Date shall be other than the first day of a month, the monthly installments of Fixed 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. (b) All of the amounts payable by Sublessor or Sublessee under the Lease or Subtenant pursuant to this Sublease, including, without limitation, those amounts Fixed Rent, additional rent, and all other costs, charges, sums and deposits payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease by Subtenant hereunder (the collectively, "Additional PaymentsRent"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated constitute rent 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 shall be payable to Sublandlord or its designee at such address as Sublandlord shall from time to time direct in writing. (c) Subtenant shall promptly pay the Rental as and when the same shall become due and payable without setoff, offset or deduction of any kind whatsoever and, in the event of Subtenant's failure to pay same when due, Sublandlord shall have all of the rights and remedies provided for in the Prime Lease can or at law or in equity in the case of nonpayment of rent. Subtenant's obligation to pay Rental shall survive the expiration or sooner termination of this Sublease. (d) If any Rental shall not be obtained. Sublessee currently intends paid within ten (10) days after the same is due hereunder such unpaid Rental shall bear interest from the date on which such Rental was originally due until the date when paid at a rate which is three (3%) per cent in excess of the prime or base reference lending rate from time 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 abovetime quoted by Citibank N.A. (or any successor thereto).

Rent. Sublessee 4.1. Beginning on the Effective Date and continuing through the Initial Term, Tenant shall pay to Landlord the order of Sublessor, following amounts as rent for (the Equipment“Initial Rent”): (a) a sum per month to pay (1) amounts, a semiannual Rental Payment equal to the amount payable including those already incurred 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 Landlord prior to the corresponding Master Lease Payment DateEffective Date evidenced by written invoices and approved by Landlord, 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 incurred in the Lease. In addition, to planning or design of 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, Project including without limitation, those architects’, engineers’, planners’, attorneys’ and other professionals’ fees, (2) costs related to developing the Final Construction Drawings; (3) 20% of such invoiced amounts payable under Sections 8 paid to Landlord to reimburse Landlord’s staff time (including staffing the Design Committee and 9 hereof coordinating work of the architects, engineers and any late charges due other professionals), administrative costs and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments"overhead, as used herein, shall refer not 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 exceed $120,000 per year during the Lease first year after the Effective Date (and each year thereafter when such expenses arise), such percentage declining from 20% during the first year of application to 10% thereafter and such payments to cease at the time of the funding of the Interim Financing; (4) acquisition costs of the Premises, and (5) costs incurred in efforts to obtain Interim Financing, and (b) upon Landlord’s receipt of the funds from the Interim Financing, the aggregate of any amounts of principal, interest, indemnity, fees, costs and expenses and other amounts owed pursuant to the Interim Financing. The portion of Initial Rent described in Section 4.1(a) shall be paid until funding of the Interim Financing. The portion of Initial Rent described in Section 4.1(b) shall be paid until the Interim Financing is repaid in full from the proceeds of the Bonds or from other sources of repayment. In the event the proceeds of the Interim Financing reimburses all or any portion of the expenses creating Initial Rent under Section 4.1(a), such reimbursed amounts shall be credited against any future Interim Rent owed by the Tenant under Section 4.1(b). 4.2. a. Beginning on the Commencement Date and continuing during the Term, Tenant shall pay to Landlord rent in the amount per month that will match the amortization schedule for the Bonds (corresponding to the Bond Term as defined above) as provided by the Payments USDA, or as provided by bond counsel on the Bonds based on the Bond Term and the interest rate and other information provided by the USDA in its approval of the financing, or as otherwise provided by bond counsel if the Bonds are not issued pursuant to become due the USDA rural development program (“Base Rent”). In no event shall the amount of the Base Rent payable on any date be less than, or exceed, the aggregate amount of principal, interest, reserve replenishment, indemnity, fees, costs and expenses required to be paid or prepaid on such date with respect to the Bonds, according to their tenor or as otherwise specified in such fiscal year, thereby securing the appropriation Bond Resolution. The obligation of moneys for such fiscal year sufficient Tenant to pay Base Rent shall commence on the Payments coming due thereinCommencement Date. Upon adoption To secure the performance of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation its obligation to pay Base Rent, Tenant shall deposit 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 limitationLandlord, the levy of ad valorem taxes upon all Base Rent at least two (2) days before each Base Rent payment date. The Base Rent and Initial Rent are also referred to collectively hereinafter as 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. Sublessee shall Lessees will pay or cause to be paid to Lessor or its Nominated Agent (by paying into the MLS Collection Account (Tranche 2), or any other bank account as notified by Lessor) on each Device Lease Payment Date, throughout the Term of each Device Lease, the Rental Payments for each Device subject to a Device Lease. Rental Payments for each Device subject to a Device Lease are payable for each calendar month (or the relevant portion thereof) on the Device Lease Payment Date until the Device Lease for such Device terminates. The Lessor will deliver an invoice to Lessees in the amount of the Rental Payments due for each month on the 5th Business Day of such month beginning May 6, 2016. Once paid, each Rental Payment is not refundable for any reason unless such Rental Payment has been paid in error or when not actually due and payable. Each transfer of Available Funds into the MLS Collection Account (Tranche 2) during the calendar month of the applicable Device Lease Payment Date (or, in the case of the first Device Lease Payment Date, during the period from the Lease Closing Date through such Device Lease Payment Date) (other than any transfer of Available Funds by Sprint or an Originator in respect of Rental Payments due on a preceding Device Lease Payment Date pursuant to the order Sprint Guarantee or otherwise) and any Carryover Amount with respect to such Device Lease Payment Date shall be applied as follows: (i) first, (A) all such Available Funds attributable to Customer Rentals in payment of Sublessoramounts invoiced to the relevant Customer prior to, as rent for or during, the Equipment, calendar month immediately preceding such Device Lease Payment Date (B) all such Available Funds attributable to down payments made by the relevant Customers during the relevant period and (C) any Carryover Amount with respect to such Device Lease Payment Date shall be applied in satisfaction of Lessees’ obligation to make a semiannual scheduled Rental Payment equal on such Device Lease Payment Date (the excess of the amounts described in clauses (A), (B) and (C) over the amount of the scheduled Rental Payment due on such Device Lease Payment Date, the “Excess Amount”); (ii) second, (A) all such Available Funds attributable to Customer Rentals in payment of amounts invoiced to the amount payable by Sublessor under relevant Customer during the Leasecalendar month in which such Device Lease Payment Date occurs, or in payment of amounts that were scheduled to be invoiced during a future calendar month, shall be applied in satisfaction of Lessees’ obligations to make a scheduled Rental Payment on the dates and Device Lease Payment Date in the calendar month following the calendar month during which such amounts are or would have been invoiced to the relevant Customer, and (B) the Excess Amount (other than any portion of the Excess Amount to be applied pursuant to clause (iii) below as determined by the Servicer and as set forth in Exhibit D attached hereto the Servicer Report (as defined in the Servicing Agreement) relating to such payment due dates are referred to herein as "Sublease Device Lease Payment Dates"). Sublessor hereby directs Sublessee Date) shall be applied in satisfaction of Lessees’ obligations to make all Payments otherwise payable by Sublessor to Lessor under the a scheduled Rental Payment on each succeeding Device Lease directly to Lessor, or Payment Date in an aggregate amount equal to the assignee Excess Amount applied consecutively to each succeeding Device Lease Payment Date (the portion of Lessor, if any, at the address set forth in the records maintained such Available Funds and any Excess Amount to be applied (including pursuant to Section 19 clause (iii) below) in respect 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 a subsequent Device Lease Payment Date, the “Carryover Amount” with respect to such subsequent Device Lease Payment Date); and (iii) third, (A) any portion of the Excess Amount attributable to Customer Receivables that were received after any Sprint Party made a payment in immediately available funds at respect thereof pursuant to the address specified Sprint Guarantee or otherwise that the Servicer elects to apply pursuant to this clause (iii), (B) any portion of the Excess Amount attributable to down payments made by LessorCustomers under Upgraded Customer Leases for which the monthly rent under such Upgraded Customer Leases equals or exceeds the monthly rent under the related Exchanged Customer Lease that the Servicer elects to apply pursuant to this clause (iii) and (C) all remaining Available Funds paid into the MLS Collection Account (Tranche 2) during the relevant period shall be applied in satisfaction of any other payment due and owing or elected to be paid under any Sprint Transaction Document by any Sprint Party that is payable to the MLS Collection Account (Tranche 2), including under Section 2.9. 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 additionPromptly following each Device Lease Payment Date, to the extent permitted by lawthat there were insufficient Available Funds (after giving effect to application thereof in accordance with the immediately preceding sentence) available to be applied to satisfy the scheduled Rental Payment on such Device Lease Payment Date, Sublessee the Lessor 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 make a demand 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 Sprint Guarantee 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 amount 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]]shortfall.[ 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) 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) Tenant shall continue to pay to the order of Sublessor, as rent Rent for the EquipmentPremises through November 30, a semiannual Rental Payment equal to the amount payable by Sublessor under the Lease, on the dates and 2025 in the amounts same manner as set forth in Exhibit D attached hereto the Lease prior to this Fourteenth Amendment. Effective as of December 1, 2025 and continuing through the Expiration Date (such payment due dates are referred as herein amended), Tenant shall pay Rent for the Premises in accordance with the following schedule: [***]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED] ⁺Note: Tenant shall pay, in addition to herein as "Sublease Payment Dates")Rent, all applicable sales, rent and use tax. Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor *Note: Provided that no monetary Event of Default under the Lease directly beyond any applicable notice and cure period then exists, the Rent due during December 2022, January 2023 and every subsequent December of the Term through December 2030 (the collective sum of [***], hereinafter referred to Lessoras the “Abated Rent”) shall be fully abated. Notwithstanding the foregoing, or to the assignee of Lessor, if anyif, at any time during the address set forth in Extended Term, Tenant causes a monetary Event of Default under the records maintained pursuant Lease beyond any applicable notice and cure period, the unamortized portion of the Abated Rent shall immediately become due and payable to Section 19 of Landlord as Additional Rent under the Lease. Rental Payments due If Tenant fails to Lessor from Sublessee timely pay to Landlord such Abated Rent, Landlord shall be due entitled to all rights and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior remedies available 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 Landlord under the Lease or and at law and in equity. Tenant’s payment of such Abated Rent pursuant to this Subleaseparagraph shall not, includingin any way, without limitation, those amounts payable under Sections 8 limit the rights and 9 hereof and any late charges due and owing remedies available to Landlord 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 at law 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 equity as to rate or amount [include for municipal Sublessees only]]any monetary Event of Default.[ 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. Tenant shall timely pay to Landlord the order of Sublessor, as rent for the Equipment, a semiannual Basic Rental Payment equal and all additional sums to the amount payable be paid by Sublessor Tenant to Landlord under the this Lease, on the dates and in including the amounts as set forth in subparagraph b. below and Exhibit D attached hereto (such payment due dates are referred to herein D, without deduction or set off, except 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 anyprovided herein, at the address set forth specified for 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 Date, which date shall be fifteen Basic Lease Information (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the or such other address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto Landlord may be amended from time to time as provided designate in the Lease. In addition, writing 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"Tenant). The term "Payments"Basic Rental, adjusted as used hereinherein provided, 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 payable monthly 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 Termadvance. The officials first monthly installment 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 Basic Rental shall be subject to payable on the annual appropriation Commencement Date and a like monthly installment of funds sufficient to meet Basic Rental shall be due on the required Payments [include for school district Sublessees only]]. On or before first day of the second full calendar month of the Term and continuing thereafter on the first day of each fiscal year of Sublessee succeeding calendar month during the Lease Term. b. On the first day of each calendar month during the Term, Sublessee Tenant shall pay to Landlord an amount equal to the cost of all electricity used by the Premises (the "Electrical Costs") for the prior calendar month. Landlord will provide Lessor with an Appropriation Certificate for this Sublease determine the amount of Tenant's consumption of electricity by a separate sub-meter in the form attached hereto Premises, installed, maintained, and read by Landlord, at Tenant's expense (provided, however, that the cost of installing and maintaining the software associated with the sub-metering will be at Landlord's expense). Until such time as Exhibit G. Sublessee reasonably believes Landlord is able to calculate the actual Electrical Costs based upon the reading of the sub-meter, but in no event more than three (3) calendar months, Tenant shall pay to Landlord an estimated amount of Electrical Costs equal to the product of (i) $2.25, multiplied by (ii) the rentable square feet in the Premises. As soon as practicable, Landlord shall furnish to Tenant a statement (the "Initial Electrical Cost Statement") of Tenant's actual Electrical Costs for any calendar months where the estimate was used. If the Initial Electrical Cost Statement reveals that legally available funds in Tenant paid more for Electrical Costs than was actually incurred for such calendar months, then Landlord shall promptly reimburse Tenant such excess, or Landlord will credit such excess against the next Rent payment due from Tenant; likewise, if Tenant paid less than the amount actually incurred for Electrical Costs, then Tenant shall promptly pay Landlord such deficiency. Electrical Costs due for the last calendar month of the Term shall be due within ten (10) days of Tenant's receipt of 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 aboveinvoice therefor.

Rent. Sublessee Subtenant shall pay to Sublandlord 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 Monthly Base Rent (pro rated in the amounts as set forth case of any partial calendar month at the beginning or end of the Term, based upon the actual number of days in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"the month). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, without deduction, offset, notice, or to the assignee of Lessor, if anydemand, at the address set forth in the records maintained pursuant Sublandlord's Address, or at such other place as Sublandlord shall designate from time to Section 19 of the Leasetime by notice to Subtenant. Rental Payments due to Lessor from Sublessee Monthly Base Rent shall be due and payable on paid for each Sublease Payment Date, which date shall be fifteen calendar month occurring during the term in advance two (152) business days prior to the corresponding Master Lease Payment Datefirst day of the calendar month to which such Monthly Base Rent is attributable, in immediately available funds at provided that the address specified installment of Monthly Base Rent for the second full calendar month of the Sublease Term shall be payable upon the execution of this Sublease by LessorSubtenant. Sublessee's periodic obligation Notwithstanding the foregoing, the Monthly Base Rent for Rental Payments as set forth in Exhibit D attached hereto may April, 2002, February, 2003, March, 2003 and March, 2004 shall be amended from time to time as provided in the Leaseabated. In addition, to should more than 20 days elapse between Subtenant's application for a building permit for Subtenant's initial alterations and improvements and the extent permitted by lawdate of issuance of the permit, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, and should 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 delay result 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-OFFSubleased Premises not being ready for occupancy by April 1, 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 2002 because of such budgets may not contain an appropriation for such amount of Paymentsdelay in issuing the building permit, 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 then Subtenant shall be subject entitled to the annual appropriation one day without Monthly Base Rent starting on April 1, 2002 for every two days of funds sufficient such delay up to meet the a maximum of seven days of free rent. All charges, costs, expenses and sums required Payments [include for school district Sublessees only]]. On to be paid or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for borne by Subtenant under this Sublease in addition to Base Rent shall be deemed "Additional Rent," and Base 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. The Monthly Base Rent for the form attached hereto fourth year of the term commencing on April 1, 2005 shall be adjusted to the then Fair Market Base Rental as Exhibit G. Sublessee reasonably believes that legally available funds defined in an amount sufficient Section 38(a) of the Master Lease; provided, however, if Fair Market Base Rental is $2.25 per RSF or less, the Monthly Base Rent shall remain at $2.25 per RSF for the fourth year of the Term (i.e., the twelve month period commencing on April 1, 2005). Approximately 30 days prior to make all Payments during the Lease Term commencement of this Sublease such lease year, Landlord and Tenant shall endeavor to agree upon the Lease can be obtainedFair Market Base Rental. Sublessee currently intends If they are unable to do all things lawfully so within its power such 30 days period, the Fair Market Base Rental shall be determined by three commercial real estate brokers - one selected by Sublandlord, one by Subtenant and one by the two brokers so selected. The Fair Market Base Rental shall be the average of the two closest amounts determined by the brokers. The brokers shall make their determination within 30 days of the selection of the third broker and any rent adjustment shall be retroactive to obtain April 1, 2005. Each party shall pay the fee of the broker which it selected and maintain funds from which one half of the Payments may fee of the third. On April 1, 2006 and April 1, 2007, the Monthly Base Rent for the succeeding year shall be madeincreased (but not decreased) in accordance with the change in the cost of living according to the provision of Section 35 of the Master Lease with appropriate adjustment to the terms of that section to correspond to the dates and time periods set forth in this paragraph. Sublessee hereby acknowledges its obligations At no time shall the Monthly Base Rent exceed that charged to make payments Sublandlord under all the various circumstances described aboveMaster Lease.

Rent. Sublessee A. During each calendar year, or portion thereof, falling within the Lease Term, Tenant shall pay to the order Landlord as Additional Base Rental hereunder Tenant's Pro Rata Share of Sublessor, Basic Costs (as rent defined below) for the Equipment, a semiannual Rental Payment equal applicable calendar year. Prior to the amount payable by Sublessor under the Lease, on the dates Commencement Date 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 January 1 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 calendar year during the Lease Term Term, or as soon thereafter as practical, Landlord shall make a good faith estimate of Basic Costs for the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal applicable calendar year sufficient to pay the Payments coming due therein. Upon adoption of Sublesseeand Tenant'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]]Pro Rata Share thereof. On or before the first day of each fiscal month during such calendar year, Tenant shall pay to Landlord, as Additional Base Rental, a monthly installment equal to one-twelfth of Tenant's Pro Rata Share of Landlord's estimate of Basic Costs. Landlord shall have the right from time to time during any such calendar year to revise the estimate of Sublessee Basic Costs for such year and provide Tenant with a revised statement therefor, and thereafter the amount Tenant shall pay each month shall be based upon such revised estimate. Landlord agrees not to revise such estimate more then two (2) times per year. If Landlord does not provide Tenant with an estimate of the Basic Costs by January 1 of any calendar year, Tenant shall continue to pay a monthly installment based on the previous year's estimate until such time as Landlord provides Tenant with an estimate of Basic Costs for the current year. Upon receipt of such current year's estimate, an adjustment shall be made for any month during the current year with respect to which Tenant paid monthly installments of Additional Base Rental based on the previous year's estimate. Tenant shall pay to Landlord for any underpayment within thirty (30) days after demand. Any overpayment shall, at Landlord's option, be refunded to Tenant or credited against the installment of Additional Base Rental due for the months immediately following the furnishing of such estimate. Any amounts paid by Tenant based on any estimate shall be subject to adjustment pursuant to the immediately following paragraph when actual Basic Costs are determined for such calendar year. As soon as is practical following the end of each calendar year during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate Landlord shall furnish to Tenant a statement of Landlord's actual Basic Costs for this Sublease the previous calendar year. If the amount of estimated Basic Costs actually paid by Tenant for the prior year is in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient excess of Tenant's actual Pro Rata Share of Basic Costs for such prior year, then Landlord shall apply such overpayment against Additional Base Rental due or to make all Payments during become due hereunder, provided if the Lease Term expires prior to the determination of such overpayment, Landlord shall refund such overpayment to Tenant after first deducting the amount of any Rent due hereunder. Likewise, Tenant shall pay to Landlord, within thirty (30) days after demand, any underpayment with respect to the prior year, whether or not the Lease has terminated prior to receipt by Tenant of a statement for such underpayment, it being understood that this Sublease clause shall survive the expiration of the Lease. B. Basic Costs shall mean all costs and expenses paid or incurred in each calendar year in connection with operating, maintaining, repairing, managing and owning the Building and the Lease can Property, including, but not limited to, the following: 1. All labor costs for all persons performing services required or utilized in connection with the operation, repair, replacement and maintenance of and control of access to the Building and the Property, including but not limited to amounts incurred for wages, salaries and other compensation for services, payroll, social security, unemployment and other similar taxes, workers' compensation insurance, uniforms, training, disability benefits, pensions, hospitalization, retirement plans, group insurance or any other similar or like expenses or benefits. 2. All management fees, the cost of equipping and maintaining a management office at the Building, accounting services, legal fees not attributable to leasing and collection activity, and all other administrative costs relating to the Building and the Property. If management services are not provided by a third party, Landlord shall be obtainedentitled to a management fee comparable to that due and payable to third parties provided Landlord or management companies owned by, or management divisions of, Landlord perform actual management services of a comparable nature and type as normally would be performed by third parties. 3. Sublessee currently intends All rental and/or purchase costs of materials, supplies, tools and equipment used in the operation, repair, replacement and maintenance and the control of access to do all things lawfully within its power the Building and the Property. 4. All amounts charged to obtain Landlord by contractors and/or suppliers for services, replacement parts, components, materials, equipment and maintain funds from which supplies furnished in connection with the Payments operation, repair, maintenance, replacement of and control of access to any part of the Building, or the Property generally, including the heating, air conditioning, ventilating, plumbing, electrical, elevator and other systems and equipment. At Landlord's option, major repair items may be madeamortized over a period of up to five (5) years. Sublessee Notwithstanding the foregoing, except to the extent set forth in Subsection IV.B.11. below, it is hereby acknowledges its obligations agreed that any costs in connection with replacements that would properly be considered to make payments be capital improvements under generally accepted accounting principles shall be excluded from Basic Costs. 5. All premiums and deductibles paid by Landlord for fire and extended coverage insurance, earthquake and extended coverage insurance, liability and extended coverage insurance, rental loss insurance, elevator insurance, boiler insurance and other insurance customarily carried from time to time by landlords of comparable office buildings or required to be carried by Landlord's Mortgagee. 6. Charges for water, gas, steam and sewer, but excluding those charges for which Landlord is otherwise reimbursed by tenants, and charges for Electrical Costs. For purposes hereof, the term "Electrical Costs" shall mean: (i) all charges paid by Landlord for electricity supplied to the various circumstances described above.Building, Property and Premises, regardless of whether such charges are characterized as distribution charges, transmission charges, generation charges, public good charges, disconnection charges, competitive transaction charges, stranded cost recoveries or otherwise; (ii) except to the extent otherwise included in Basic Costs, any costs incurred in connection with the energy management program for the Building, Property and

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 commencing on the Term Commencement Date, the sums set forth in Section 2.3, subject to the amount payable by Sublessor under the Lease, on the dates and rental adjustments provided in the amounts Article 8 hereof. 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 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 rental adjustments provided in Article 8 hereof, each in advance on the first day of funds sufficient to meet each and every calendar month during the required Payments [include Term; provided that Base Rent for school district Sublessees only]]the Premises shall be abated during the first three (3) months of the Term (the “Base Rent Abatement Period”). On In the event that the Term Commencement Date occurs on a day other than the first day of a calendar month, then monthly Base Rent payable on or before the first day of each fiscal year the last month of Sublessee the Base Rent Abatement Period shall be a prorated amount based on the actual number of days in such calendar month following the expiration of the Base Rent Abatement Period. For purposes of clarity, Tenant shall be responsible for all other Rent due pursuant to the terms of this Lease during the Base Rent Abatement Period. 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 (as defined below) of Operating Expenses (as defined below), Sublessee will provide Lessor (b) the Property Management Fee (as defined below) and (c) 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. 7.3 Base Rent and Additional Rent shall together be denominated “Rent.” Except as otherwise expressly set forth in this Lease, Rent shall be paid to Landlord, without abatement, deduction or offset, in lawful money of the United States of America at the office of Landlord as set forth in Section 2.8 or to such other person or at such other place as Landlord may from time designate in writing. In the event the Term commences on a day other than the first day of a calendar month or the Term ends on a day other than the last day of a calendar month, then the Rent for this Sublease 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 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. 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 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 In consideration of this Lease, Tenant promises and agrees to pay Landlord the Basic Rental (as defined in paragraph 1(e) hereof) without deduction or setoff. It is agreed that, notwithstanding anything to the order of Sublessorcontrary, as rent the Premises herein are leased for the EquipmentBasic Rental for the Lease Term, a semiannual payable monthly beginning at the time of the making of this Lease. Basic Rental Payment equal has been adjusted to reflect that the amount initial leasehold improvement costs are being borne by Tenant. One such Monthly Rental Installment together with the Security Deposit (as defined in Paragraph 1(g) hereof) shall be payable by Sublessor under Tenant to Landlord contemporaneously with the Lease, on the dates execution hereof 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. a like Monthly Rental Payments due to Lessor from Sublessee Installment shall be due and payable without demand 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 Termterm hereof beginning July 1, Sublessee will provide Lessor with an Appropriation Certificate 1992. A Monthly Rental Installment for this Sublease in any fractional month at the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during beginning or the end of the Lease Term shall be prorated by multiplying said Monthly Rental Installment times a fraction, the numerator of which is the number of days in said fraction month which fall within the Lease Term and the denominator of which is the total number of days in such calendar month. If the Monthly Rental Installment is not received by the Landlord within ten (10) days of the date said Monthly Rental Installment is due, a service charge of 1% of the Monthly Rental Installment owed shall become due and payable in addition to the Monthly Rental Installment owed. Said service charge is for the purpose of reimbursing Landlord for the extra costs and expenses incurred in connection with the handling and processing of late Monthly Rental Installment payments. All sums of money which are or which become owed to Landlord pursuant to any of the terms, covenants and conditions of this Sublease and Lease, whether or not so specified, shall be deemed "rent" or "additional rent" and, if not timely paid, shall be subject to the Lease can be obtained1% service charge specified herein. Sublessee currently intends Additionally, any Monthly Rental Installment not paid within twenty (20) days of the due date thereof shall, in addition to do all things lawfully within its power to obtain and maintain funds the 1% service charge specified herein, bear interest at the maximum lawful rate from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described abovedue date until paid.

Rent. Sublessee A. During each calendar year, or portion thereof, falling within the Lease Term, Tenant shall pay to Landlord as Additional Base Rental hereunder the order sum of Sublessor, as rent for (1) Tenant's Pro Rata Share of 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 Lessoramount, if any, at by which Taxes (hereinafter defined) for the address set forth in applicable calendar year exceed the records maintained pursuant to Section 19 Tax Base Amount plus (2) Tenant's Pro Rata Share of the Leaseamount, if any, by which Expenses for the applicable calendar year exceed the Expense Base Amount. Rental Payments due to Lessor from Sublessee Tenant's Pro Rata Share of increases in Taxes and Tenant's Pro Rata Share of increases in Expenses shall be due computed separate and payable on independent of each Sublease Payment Date, which date shall be fifteen (15) days other prior to being added together to determine 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"Excess". In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessorevent that Taxes and/or Expenses, as the case may be, such other amounts from time to time as are due and owing by Sublessor in any calendar year decrease below the amount of the Tax Base Amount 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"Expense Base Amount, as used hereinapplicable, shall refer to Rental Payments and Additional Payments. SublesseeTenant's obligations to make Payments Pro Rata Share of Taxes and/or Tenant's Pro Rata Share of Expenses, as 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-OFFbe, 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 such calendar year shall include in be deemed to be $0, it being understood that Tenant shall not be entitled to any credit or offset if Taxes decrease below the Tax Base Amount or if Expenses decrease below the Expense Base Amount. Prior to January 1 of the calendar year immediately following the Base Year, and prior to January 1 of each such budget request for each fiscal subsequent calendar year during the Lease Term Term, or as soon thereafter as practical, Landlord shall make a good faith estimate of the Payments to become due in such fiscal year, thereby securing Excess for the appropriation of moneys for such fiscal applicable calendar year sufficient to pay the Payments coming due therein. Upon adoption of Sublesseeand Tenant'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]]Pro Rata Share thereof. On or before the first day of each fiscal month during such calendar year, Tenant shall pay to Landlord, as Additional Base Rental, a monthly installment equal to one-twelfth of Tenant's Pro Rata Share of Landlord's estimate of the Excess. Landlord shall have the right from time to time during any such calendar year to revise the estimate of Sublessee Basic Costs and the Excess for such year and provide Tenant with a revised statement therefor, and thereafter the amount Tenant shall pay each month shall be based upon such revised estimate. If Landlord does not provide Tenant with an estimate of the Basic Costs and the Excess by January 1 of any calendar year, Tenant shall continue to pay a monthly installment based on the previous year's estimate until such time as Landlord provides Tenant with an estimate of Basic Costs and the Excess for the current year. Upon receipt of such current year's estimate, an adjustment shall be made for any month during the current year with respect to which Tenant paid monthly installments of Additional Base Rental based on the previous year's estimate. Tenant shall pay Landlord for any underpayment within thirty (30) days after demand. Any overpayment shall, at Landlord's option, be refunded to Tenant within thirty (30) days or credited against the next installments of Base Rental and Additional Base Rental due for the months immediately following the furnishing of such estimate. Any amounts paid by Tenant based on any estimate shall be subject to adjustment pursuant to the immediately following paragraph when actual Basic Costs are determined for such calendar year. As soon as is practical following the end of each calendar year during the Lease Term, Sublessee will provide Lessor with Landlord shall furnish to Tenant a statement of Landlord's actual Basic Costs and the actual Excess for the previous calendar year. If, however, Landlord fails to furnish Tenant a statement of actual Basic Costs for a given calendar year within twelve (12) months after the end of said calendar year and such failure continues for an Appropriation Certificate additional sixty (60) days after Landlord's receipt of a written request from Tenant that such statement of actual Basic Costs should be furnished (the "Request for this Sublease Statement of Basic Costs"), and provided the Request for Statement of Basic Costs contains a statement that Landlord's failure to furnish such statement may prejudice Landlord's right to collect any underpayment of Basic Costs from Tenant as described in Section IV.A. of the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds Lease, then Landlord shall be deemed to have waived any rights to recover any underpayment of Basic Costs from Tenant applicable to said calendar year (except to the extent such underpayment is attributable to a default by Tenant in an amount sufficient its obligation to make all Payments estimated payments of Basic Costs). Further, in no event shall the foregoing provision describing the time period during which Landlord is to deliver the statement of actual Basic Costs in any manner limit or otherwise prejudice Landlord's right to modify such statement of actual costs after such time period if new, additional or different information relating to such statement of actual costs is discovered or otherwise determined. If the estimated Excess actually paid by Tenant for the prior year is in excess of Tenant's actual Pro Rata Share of the Excess for such prior year, then Landlord shall apply such overpayment against Base Rental and Additional Base Rental due or to become due hereunder, provided if the Lease Term expires prior to the determination of such overpayment, Landlord shall refund such overpayment to Tenant within thirty (30) days after first deducting the amount of any Rent due hereunder. Likewise, Tenant shall pay to Landlord, within ten (10) days after demand, any underpayment with respect to the prior year, whether or not the Lease has terminated prior to receipt by Tenant of a statement for such underpayment, it being understood that this Sublease clause shall survive the expiration of the Lease. B. Basic Costs shall mean Taxes and all costs and expenses paid or incurred in each calendar year in connection with operating, maintaining, repairing, managing the Building and the Lease can Property, including, but not limited to, the following: 1. All labor costs for all persons performing services required or utilized in connection with the operation, repair, replacement and maintenance of and control of access to the Building and the Property, including but not limited to amounts incurred for wages, salaries and other compensation for services, payroll, social security, unemployment and other similar taxes, workers' compensation insurance, uniforms, training, disability benefits, pensions, hospitalization, retirement plans, group insurance or any other similar or like expenses or benefits. 2. All management fees (not to exceed, an a per annum basis, 5% of the gross receipts for the Building), the cost of equipping and maintaining a management office at the Building, accounting services, legal fees not attributable to leasing and collection activity, and all other administrative costs relating to the Building and the Property. If management services are not provided by a third party, Landlord shall be obtainedentitled to a management fee comparable to that due and payable to third parties provided Landlord or management companies owned by, or management divisions of, Landlord perform actual management services of a comparable nature and type as normally would be performed by third parties. 3. Sublessee currently intends All rental and/or purchase costs of materials, supplies, tools and equipment used in the operation, repair, replacement (other than replacements deemed to do be a capital improvement under generally accepted accounting principles, in which event Section IV.B.11 below shall control with respect to such item) and maintenance and the control of access to the Building and the Property. 4. All amounts charged to Landlord by contractors and/or suppliers for services, replacement parts, components, materials, equipment and supplies furnished in connection with the operation, repair, maintenance, replacement of and control of access to any part of the Building, or the Property generally, including the heating, air conditioning, ventilating, plumbing, electrical, elevator and other systems and equipment. 5. All premiums and deductibles paid by Landlord for fire and extended coverage insurance, earthquake and extended coverage insurance, liability and extended coverage insurance, rental loss insurance, elevator insurance, boiler insurance and other insurance customarily carried from time to time by landlords of comparable office buildings in the Buckhead area of Atlanta, Georgia or required to be carried by Landlord's Mortgagee. 6. Charges for water, gas, steam and sewer, but excluding those charges for which Landlord is otherwise reimbursed by tenants, and charges for Electrical Costs. For purposes hereof, the term "Electrical Costs" shall mean: (i) all things lawfully within its power charges paid by Landlord for electricity supplied to obtain the Building, Property and maintain funds Premises, regardless of whether such charges are characterized as distribution charges, transmission charges, generation charges, public good charges, disconnection charges, competitive transaction charges, stranded cost recoveries or otherwise; (ii) except to the extent otherwise included in Basic Costs, any costs incurred in connection with the energy management program for the Building, Property and Premises, including any costs incurred for the replacement of lights and ballasts and the purchase and installation of sensors and other equipment that saves energy; and (iii) if and to the extent permitted by law, a reasonable fee for the services provided by Landlord in connection with the selection of utility companies and the negotiation and administration of contracts for the generation of electricity. Notwithstanding the foregoing, Electrical Costs shall be adjusted as follows: (a) any amounts received by Landlord as reimbursement for above standard electrical consumption shall be deducted from which Electrical Costs, (b) the Payments may cost of electricity incurred in providing overtime HVAC to specific tenants shall be made. Sublessee hereby acknowledges its obligations deducted from Electrical Costs, it being agreed that the electrical component of overtime HVAC Costs shall be calculated as a reasonable percentage of the total HVAC costs charged to make payments under all such tenants, and (c) if Tenant is billed directly for the various circumstances described abovecost of electricity to the Premises as a separate charge in addition to Base Rental and Basic Costs, the cost of electricity to individual tenant spaces in the Building shall be deducted from Electrical Costs.

Rent. Sublessee A. During each calendar year, or portion thereof, falling within the Lease Term, Tenant shall pay to Landlord as Additional Base Rental hereunder the order sum of Sublessor, as rent for (1) Tenant's Pro Rata Share of 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 Lessoramount, if any, at by which Taxes (hereinafter defined) for the address set forth in applicable calendar year exceed Taxes for the records maintained pursuant to Section 19 Base Year plus (2) Tenant's Pro Rata Share of the Leaseamount, if any, by which Expenses (hereinafter defined) for the applicable calendar year exceed Expenses for the Base Year. Rental Payments due to Lessor from Sublessee For purposes hereof, "Expenses" shall mean all Basic Costs with the exception of Taxes. Tenant's Pro Rata Share of increases in Taxes and Tenant's Pro Rata Share of increases in Expenses shall be due computed separate and payable on independent of each Sublease Payment Date, which date shall be fifteen (15) days other prior to being added together to determine 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"Excess". In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessorevent that Taxes and/or Expenses, as the case may be, such other amounts from time to time as are due and owing by Sublessor in any calendar year decrease below the amount of Taxes or Sublessee under Expenses for the Lease or this SubleaseBase Year, 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"Tenant's Pro Rata Share of Taxes and/or Expenses, as used hereinthe case may be, 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 such calendar year shall include in be deemed to be $0, it being understood that Tenant shall not be entitled to any credit or offset if Taxes and/or Expenses decrease below the corresponding amount for the Base Year. Prior to the Commencement Date and prior to January 1 of each such budget request for each fiscal calendar year during the Lease Term Term, or as soon thereafter as practical, Landlord shall make a good faith estimate of the Payments to become due in such fiscal year, thereby securing Excess for the appropriation of moneys for such fiscal applicable calendar year sufficient to pay the Payments coming due therein. Upon adoption of Sublesseeand Tenant'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]]Pro Rata Share thereof. On or before the first day of each fiscal month during such calendar year, Tenant shall pay to Landlord, as Additional Base Rental, a monthly installment equal to one-twelfth of Tenant's Pro Rata Share of Landlord's estimate of the Excess. Landlord shall have the right from time to time during any such calendar year to revise the estimate of Sublessee Basic Costs and the Excess for such year and provide Tenant with a revised statement therefor, and thereafter the amount Tenant shall pay each month shall be based upon such revised estimate. If Landlord does not provide Tenant with an estimate of the Basic Costs and the Excess by January 1 of any calendar year, Tenant shall continue to pay a monthly installment based on the previous year's estimate until such time as Landlord provides Tenant with an estimate of Basic Costs and the Excess for the current year. Upon receipt of such current year's estimate, an adjustment shall be made for any month during the current year with respect to which Tenant paid monthly installments of Additional Base Rental based on the previous year's estimate. Tenant shall pay Landlord for any underpayment within ten (10) days after demand. Any overpayment shall, at Landlord's option, be refunded to Tenant or credited against the installment of Additional Base Rental due for the months immediately following the furnishing of such estimate. Any amounts paid by Tenant based on any estimate shall be subject to adjustment pursuant to the immediately following paragraph when actual Basic Costs are determined for such calendar year. As soon as is practical following the end of each calendar year during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate Landlord shall furnish to Tenant a statement of Landlord's actual Basic Costs and the actual Excess for this Sublease the previous calendar year. If the estimated Excess actually paid by Tenant for the prior year is in excess of Tenant's actual Pro Rata Share of the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient Excess for such prior year, then Landlord shall apply such overpayment against Additional Base Rental due or to make all Payments during become due hereunder, provided if the Lease Term expires prior to the determination of this Sublease and such overpayment, Landlord shall refund such overpayment to Tenant after first deducting the amount of any Rent due hereunder. Likewise, Tenant shall pay to Landlord, within ten (10) days after demand, any underpayment with respect to the prior year, whether or not the Lease can be obtained. Sublessee currently intends has terminated prior to do all things lawfully within its power to obtain and maintain funds from which receipt by Tenant of a statement for such underpayment, it being understood that this clause shall survive the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all expiration of the various circumstances described aboveLease.

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 Seller shall pay be entitled to all of the rents and all other reimbursements, charges and amounts payable to the order of Sublessorlandlord under the Leases (collectively, as rent “Rents”) applicable to periods prior to and through 11:59 p.m. on the date immediately prior to the Closing Date (the “Proration Date”), and Purchaser shall be entitled to all Rents applicable to periods thereafter. Rents prepaid to Seller, and actually collected by Seller, for the Equipmentmonth in which the Closing Date occurs shall be prorated between Purchaser and Seller on the Proration Date on the basis of the number of days in the particular month, and Purchaser shall receive a semiannual Rental Payment credit against the Purchase Price in an amount equal to Purchaser’s pro rata share thereof. Any Rents not collected as of the Closing Date shall not be prorated at the time of Closing. Rents received by Purchaser after the Closing Date shall be applied first to any costs of collection, then to such tenant’s current Rents, and then to such tenant’s Rents for the months preceding such month in reverse chronological order, including the delivery of any prorated amount payable by Sublessor under due to Seller based upon the Leasemethod of proration described above. With respect to any delinquent rentals, on Purchaser will make a reasonable attempt (but shall not be obligated) for a period of ninety (90) days following the dates and Closing Date to collect the same for Seller’s benefit after the Closing in the amounts as set forth in Exhibit D attached hereto (ordinary course of the operation of the Property and 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 Lessorcollection, if any, at will be remitted (net of reasonable collection costs) to Seller within thirty (30) days after receipt by Purchaser. Nothing contained herein shall require Purchaser to institute any lawsuit or other collection procedure to collect such delinquent rentals. If, subsequent to the address set forth in Closing, any such Rents and other income allocable to the records maintained pursuant to Section 19 of period after the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Proration Date are actually received by Seller following the Closing Date, which date Seller shall be fifteen remit the same (15or pro rata share thereof) to Purchaser within thirty (30) days after receipt (net of reasonable collection costs). Seller shall have the right, before the Closing Date, to take such action as it deems appropriate to recover any unpaid Rents for periods prior to the corresponding Master Lease Payment Closing Date, provided that Seller shall not be permitted to institute any legal proceedings for the collection of such amounts after the Closing Date, and provided, further, that Purchaser shall incur no cost, liability or expense in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth connection therewith, and in Exhibit D attached hereto may no event shall Seller be amended from time permitted to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor enforce other legal or equitable remedies specifically including commencing eviction or dispossessory procedures 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 terminate 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]]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 shall pay to the order of SublessorTenant shall, as rent for the EquipmentPremises and in consideration for Landlord entering into this Lease, a semiannual Rental Payment pay to Landlord "Rent" (as defined below), weekly and in arrears, commencing on the first (1st) day of the second full week of the Initial Term. "RENT" shall be in an amount equal to twenty percent (20%) of the amount payable by Sublessor under "CASH FLOW" (as defined below) of the LeasePremises; provided, on that until the dates fifth (5th) business day following the date that the results of the "Referendum" (as defined in that certain Purchase and in Sale Agreement and Joint Escrow Instructions, dated as of August 31, 1999 (the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment DatesPURCHASE AGREEMENT"). Sublessor hereby directs Sublessee to make all Payments otherwise payable , by Sublessor to Lessor under the Lease directly to Lessor, or and between Landlord and Tenant) are certified to the assignee County Auditor of LessorPottawattamie County, if anyIowa (the "REFERENDUM PAYMENT DATE"), at Tenant shall be permitted to retain $1,350,000.00 ("TENANT'S RETAINED AMOUNT") of Cash Flow every six months. Until the address set forth in the records maintained pursuant to Section 19 occurrence of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Referendum Payment Date, which date Tenant's Retained Amount shall be fifteen deducted from the first weekly Rent payment due on the sixth (156th) month anniversary of the date of this Lease and on every six (6) month anniversary thereafter. If any weekly Rent payment retained by Tenant is less than Tenant's Retained Amount, subsequent weekly Rent payments (or any portion thereof) shall continue to be retained by Tenant until Tenant has retained the full Tenant's Retained Amount for such six (6) month period. In the event the Referendum Payment Date occurs before the end of any such six (6) month anniversary period, Tenant's Retained Amount for such period shall be prorated and shall be payable within five (5) days prior of the Referendum Payment Date. Except as provided herein, all Rent shall be payable by Tenant to Landlord without demand, offset, deduction or reduction of any sort whatsoever. Rent shall be paid directly to Landlord by Manager. Provided Tenant has not taken any action (or inaction) which would wrongfully hinder, prevent or frustrate Manager's ability to pay any Rent or otherwise perform its duties under the Management Agreement, Tenant shall not have any liability for any Rent should Manager fail to pay such Rent, with Landlord's only remedy in the event of such default being termination of this Lease unless the failure to pay Rent by Manager is due 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 willful and owing by Sublessor or Sublessee under the Lease or this Sublease, fraudulent act (including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease Tenant's action to prevent or this Sublease (hinder Manager's access to funds in the "Additional Payments"Operating Account" (as defined in the Management Agreement)) or the misappropriation of funds in the Operating Account. The term "Payments"parties agree that Landlord shall have no recourse against Tenant or any property of Tenant, as used herein, shall refer other than the Operating Account maintained by Manager pursuant 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 Management Agreement 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 Rent or any other amounts 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 Section 3.01. Commencing on the Commencement Date and continuing through April 30, 1998 Tenant agrees to pay to Landlord annual rent ("Base Rent") for the use of the Premises, in lawful money of the United States in the following amounts: Year 1: From May 1, 1997 through and including April 30, 1998 annual Base Rent of $30,948.00 payable in equal monthly installments of $2,579.00. All installments of Base Rent shall be payable on the first day of each month in advance without setoffs or deductions. Rent for any period less than a full calendar month shall be prorated. Section 3.02. In addition to Base Rent, Tenant shall pay as additional rent (hereinafter called "Additional Rent") (a) Tenant's Pro Rata Share (as hereinafter defined) of all real estate taxes and assessments of any kind relating to the order Property in excess of Sublessor, as rent those which were assessed for the Equipment, 1997 tax fiscal year ("Base Tax Year") and (b) a semiannual Rental Payment equal fixed fee as specified below for all Operating Costs (as hereinafter defined) incurred by the Landlord and attributable to Tenant's use of 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 collectively "Sublease Payment DatesLandlord's Expenses"). Sublessor hereby directs Sublessee Tenant's yearly Pro Rata Share shall be 14.27%. Such Additional Rent shall be in the nature of Rent for purpose of determining Landlord's rights in respect thereto. As soon as reasonably practicable after Landlord's receipt of real estate tax and assessment bills for the Property each Lease year throughout the Term, Landlord shal-I deliver to make all Payments otherwise Tenant each year a reasonably detailed statement setting forth the real estate taxes and assessments due for the Base Tax Year, the real estate taxes and assessments due for the current year, and Tenant's Pro-Rata Share thereof. Tenant shall pay such amount upon receipt of such statement. Tenant shall also pay Landlord a yearly fee of $1.00 per square foot for the Operating Costs associated with the Property. Such amount shall be payable by Sublessor Tenant in twelve (12) equal monthly installments and shall be paid at the same time the Base Rent is paid. For the purpose of this Lease, the term "Operating Costs" shall mean the following costs and expenses incurred by Landlord for the operation, management and maintenance of the Property: insurance premiums and the reasonable expenses incurred in maintaining and repairing all plumbing, heating, air conditioning and electrical equipment, and managing, equipping, lighting, repairing, cleaning and maintaining, and the Common Areas, specifically including but not limited to Lessor under landscaping, gardening, parking lot maintenance, line painting, traffic control, sanitary control, removal of snow, ice, trash, rubbish, and other refuse, and the Lease directly cost of all personnel necessary to Lessor, or implement such services plus 15% of all costs to cover administrative costs relative to the assignee operation of Lessorthe Common Areas, if anybut not financing costs nor the costs of any major repairs to or replacement of the Building, fixtures (excluding Tenant's fixtures but including all plumbing, heating, air conditioning and electrical equipment) Common Areas and Structural Components thereof. Such financing costs and the costs of any major repairs or replacement shall be paid solely by Landlord. Section 3.03. All payments of Rent required to be made hereunder shall be made payable to and sent to Landlord 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]]Article 25 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 4.1. Master Tenant covenants to pay to Landlord, in lawful money of the United States of America, without notice or demand and without any set-off, deduction or abatement whatsoever (except as otherwise set forth herein), the Rent as follows: 4.1.1. Master Tenant shall pay the annual amount as set forth and identified as “Base Rent” on Exhibit A hereto (“Base Rent”), payable in arrears on the last day of each calendar month during the Term of this Agreement, or, if earlier, no later than such other day as may be required by the holder of a Permitted Mortgage under its applicable Loan Documents. Notwithstanding the foregoing, as an administrative convenience to Landlord, Landlord hereby irrevocably directs Master Tenant to pay such Base Rent directly to the holder of any Permitted Mortgage, or otherwise in accordance with any Permitted Mortgage, on or before the due date thereunder. Landlord will, for purposes of this Section, keep Master Tenant informed of any changes to such obligations; and 4.2. [Intentionally omitted]. 4.3. Any Rent not paid when due shall bear interest from the due date at the Default Rate until paid in full. 4.4. [Intentionally omitted]. 4.5. In the event that the Projected Uncontrollable Costs for any calendar year (or stub period thereof, in the event that a lease year begins after January 1 of a calendar year or ends before December 31 of a calendar year) exceed the actual Uncontrollable Costs for such calendar year or stub period thereof, Master Tenant shall pay to the order of SublessorLandlord, as rent additional Rent hereunder, the amount of such excess, within ninety (90) days following the end of the applicable calendar year (or stub period thereof). If, however, the actual Uncontrollable Costs for any calendar year (or stub period thereof) exceed the EquipmentProjected Uncontrollable Costs for such calendar year (or stub period thereof) (such amount the “Excess Uncontrollable Costs”), a semiannual Rental Payment equal then Master Tenant shall be responsible for payment of such Excess Uncontrollable Costs, but shall be entitled to reimbursement of such Excess Uncontrollable Costs by offsetting such amount against Rent payable 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 Trust pursuant to Section 19 4.1.2 beginning with the first lease month that begins on or after ninety (90) days following the end of such calendar year (or stub period thereof), and against such amounts payable to Landlord in later months, if and as needed, until the full amount of the LeaseExcess Uncontrollable Costs incurred for such calendar year (or stub period thereof) have been reimbursed to the Master Tenant. Rental Payments due to Lessor from Sublessee Notwithstanding the foregoing, so long as a Permitted Mortgage is outstanding, Master Tenant shall be due not ▇▇▇▇▇ any Base Rent or Impositions. 4.6. To the extent that monthly escrows are required by a holder of a Permitted Mortgage, Master Tenant shall deposit monthly with Landlord (or Landlord’s designee), simultaneously with its payment of Base Rent, one-twelfth (1/12) of the Impositions and payable on each Sublease Payment Datepremiums for insurance required under Section 8 hereof, 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 amounts may be amended adjusted 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, depending on such other amounts Impositions and insurance premiums from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Subleasetime, including, without limitation, those in 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 same 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]]due.[ 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 Section 2.3 each in advance on the first day of each and every calendar month during the Term; provided that Base Rent for the Premises (such payment due dates are referred to herein as "Sublease Payment Dates"excluding the Storage Area) shall be abated during the first four (4) months of the Term (the “Base Rent Abatement Period”). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under In the Lease directly to Lessorevent the Term Commencement Date occurs on a day other than the first day of a calendar month, 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 then monthly Base Rent 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 the last month of Sublessee the Base Rent Abatement Period shall be a prorated amount based on the actual number of days in such calendar month following the expiration of the Base Rent Abatement Period. For purposes of clarity, Tenant shall be responsible for Base Rent for the Storage Space and for all other Rent due pursuant to the terms of this Lease during the Base Rent Abatement Period, except as otherwise expressly provided in Section 7.2 below. 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 (as defined below) of Operating Expenses (as defined below), Sublessee will provide Lessor (b) the Property Management Fee (as defined below), and (c) 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. Notwithstanding the foregoing, Tenant’s obligation to pay Tenant’s Adjusted Share of Operating Expenses shall be abated during the first two (2) months of the Term (the “Operating Expenses Abatement Period”). In the event the Term Commencement Date occurs on a day other than the first day of a calendar month, then Tenant’s Adjusted Share of Operating Expenses payable on or before the first day of the last month of the Operating Expenses Abatement Period shall be a prorated amount based on the actual number of days in such calendar month following the expiration of the Operating Expenses Abatement Period. 7.3 Base Rent and Additional Rent shall together be denominated “Rent.” Except as otherwise expressly set forth in this Lease, Rent shall be paid to Landlord, without abatement, deduction or offset, in lawful money of the United States of America to the address set forth in Section 2.8 or to such other person or at such other place as Landlord may from time designate in writing. In the event the Term commences on a day other than the first day of a calendar month or the Term ends on a day other than the last day of a calendar month, then the Rent for this Sublease 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. 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 4.1 The rent payable by Subtenant for the Sublease Premises shall consist of the Base Rent under Section 4.2, Additional Rent under Section 4.3 and Other Charges under Section 4.4. Base Rent, Additional Rent Other Charges and any other sums payable by Subtenant under this Sublease are collectively referred to as “Rent.” Subtenant’s covenant to pay Rent shall be independent of every other covenant in this Sublease. Subtenant shall make all payments due to Sublandlord pursuant to this Sublease by wire transfer, or other form of payment specified in writing by Sublandlord from time to time. 4.2 Beginning on the Sublease Commencement Date (subject to Section 1.7) and continuing thereafter on the first day of each calendar month during the Sublease Term, Subtenant shall pay to Sublandlord in advance, and without notice, demand, deduction or offset, the order monthly Base Rent specified in Section 1.7 above in lawful money of Sublessorthe United States of America. If the Sublease Commencement Date is a day other than the first day of a calendar month or the Expiration Date is a day other than the last day of a calendar month, the Base Rent for such month will be prorated, based on a thirty (30) day month. Subtenant shall deliver in advance the first full month of Base Rent to Sublandlord on the Execution Date. 4.3 Commencing January 1, 2023 and thereafter through the remainder of the Sublease Term, Subtenant also shall pay as rent “Additional Rent” Subtenant’s Share of Operating Costs, Taxes, and Insurance (collectively, “Direct Expenses”) as such terms are defined in the Master Lease, insofar as applicable to the period beginning January 1, 2023 and only to the extent that Subtenant’s Share of such Direct Expenses exceeds Subtenant’s Share of Direct Expenses payable during the Base Year of 2022, to reimburse Master Landlord for Operating Costs, Taxes, Insurance, and/or other expenses included in Direct Expenses. Sublandlord will use commercially reasonable efforts to pass through to Subtenant in a timely manner any statement or estimate of Direct Expenses received from Master Landlord. To the extent Direct Expenses are payable on a monthly estimated basis under the Master Lease, the Additional Rent in respect thereto shall be paid as and when Base Rent is due based upon Master Landlord’s estimates; and upon any reconciliation of estimated and actual Direct Expenses (including without limitation any credits against Sublandlord’s rental obligations under the Master Lease), the corresponding Additional Rent shall be adjusted between Sublandlord and Subtenant (with appropriate reimbursements or additional payments) within thirty (30) days after delivery to Subtenant of any reconciliation statement under the Master Lease. For purposes of calculating Additional Rent, Sublandlord shall be entitled to rely conclusively on Master Landlord’s determination of estimated and actual Direct Expenses; provided, however, that if any adjustment of Additional Rent paid under the Master Lease results in a payment or credit to Sublandlord under the Master Lease for the Equipmentperiod of the Sublease Term, a semiannual Rental Payment equal such payment or credit shall be paid over or credited to Subtenant following receipt or credit to Sublandlord. The expiration or earlier termination of this Sublease shall not affect the amount payable by Sublessor under obligations of Sublandlord or Subtenant pursuant to this Section 4.3, and such obligations shall survive, remain to be performed after, any expiration or earlier termination of this Sublease. If Subtenant desires that Sublandlord exercise the Lease, on the dates and in the amounts as audit right set forth in Section 10 of Exhibit D attached hereto C to the Master Lease and sends Sublandlord a written notice requesting that Sublandlord exercise an audit on Subtenant’s behalf (an “Audit Notice”), then provided Subtenant delivers the Audit Notice at least sixty (60) days prior to the deadline for commencement of an audit under the Master Lease, Sublandlord shall promptly commence an audit following receipt of the Audit Notice at Subtenant’s sole cost and expense. 4.4 Throughout the Sublease Term, without any application of a Base Year, Subtenant also shall pay within thirty (30) days after written notice from Sublandlord (i) any other fees, charges or sums due under the Master Lease in connection with Subtenant’s use or occupancy of the Sublease Premises (but excluding charges for additional services not requested by Subtenant), and (ii) any gross receipts or rent tax this Sublease or imposed on Sublandlord based upon the Rent payable hereunder (including without limitation, taxes imposed under Proposition C, known as the Early Care and Education Commercial Rents Tax); provided that such payment gross receipts taxes (including without limitation, taxes imposed under Proposition C), shall be based solely on the Rent paid under this Sublease and not any other Proposition C expenses or other gross receipts expenses or taxes that could be considered due dates are referred based on Sublandlord’s rent to herein as "Master Landlord, or (iii) any other taxes assessed upon or incurred with respect to the possession, leasing, operating, management, maintenance, alteration, repair, use or occupancy by Subtenant of the Sublease Payment Dates"Premises or any portion of the Building (collectively, “Other Charges”). Sublessor hereby directs Sublessee By way of illustration and not limitation, Other Charges include: (a) excess or after hours electrical service or heating, ventilating or air conditioning service supplied to make all Payments otherwise payable by Sublessor the Sublease Premises at Subtenant’s request; (b) services or benefits supplied to Lessor the Sublease Premises at Subtenant’s request (or with Subtenant’s acquiescence) for which Master Landlord reserves any right to impose a fee or charge separate from Direct Expenses; (c) to reimburse Master Landlord for taxes on personal property, equipment and fixtures located in or about the Sublease Premises during the Sublease Term; (d) to pay for any damage to the Building resulting from the act or omission of Subtenant or Subtenant’s officers, employees, architects, engineers, contractors or other licensees, guests, visitors or other invitees, sub- subtenants, successors or assigns (collectively, the “Subtenant Parties”); and (e) for damages or other sums recoverable under the Master Lease directly to Lessorwhich are the result of any acts, omissions, or negligence by Subtenant, its agents, employees or contractors, or failure of performance or Default by Subtenant under this Sublease. 4.5 Notwithstanding anything in this Sublease to the assignee contrary, Other Charges shall not include: (i) any charges that apply solely to the portion of Lessorthe Master Premises that does not include the Sublease Premises and is not sublet by Subtenant hereunder (the “Reserved Premises”) (e.g., if anyreal estate taxes on leasehold improvements therein), (ii) late fees or penalties assessed against Sublandlord as a result of Sublandlord’s acts or omissions and not triggered by Subtenant’s breach of the this Sublease, and (iii) charges incurred as a result of excess or additional services specifically requested by Sublandlord for the Reserved Premises or for or including the Sublease Premises without Subtenant’s consent. 4.6 All Rent shall be paid to Sublandlord at the address set forth in the records maintained pursuant Section 1.11, 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 as set forth in Exhibit D attached hereto Sublandlord may be amended from time to time as provided designate in the Leasewriting. In additionIf 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 the extent permitted by law, Sublessee ascertain. Subtenant shall pay when due an administrative charge to Sublessor or Sublandlord equal to Lessor, as five percent (5%) of the case may be, such other amounts from time to time as are due and owing delinquent amount plus any attorneys' fees 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. SublesseeSublandlord by reason of Subtenant'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 failure 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 Rent and/or Other Charges when due hereunder. 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, and Sublessee will notify Lessor and Sublessor or (ii) limit the exercise 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 any other right 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 remedy Sublandlord may have under this Sublease in case of Subtenant’s default. Notwithstanding the form attached hereto foregoing, for the first time in any 12-month period that Subtenant has failed to pay Rent when due, such late charge, as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient described above, shall not apply unless Subtenant fails to make all Payments during such payment within three (3) business days of receipt of Sublandlord’s written notice of such delinquency; provided that Sublandlord shall thereafter not be required to give Subtenant such notice more than once in any 12-month period prior to assessing 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 abovelate charge.

Rent. Sublessee shall pay to (a) Tenant hereby covenants and agrees, without the order right 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 set off or deduction except as set forth in Exhibit D this Lease, to pay to Landlord base rent in accordance with the Schedule 1 attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"“Base Rent”). 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 Subleaseadditional rent, 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 Common Expense Costs (the "collectively, “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 Rent”) 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 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 in advance, on the first day of each fiscal year of Sublessee calendar month during the Term commencing with the Commencement Date, or if the Commencement Date is not the first of a month, then on the first day of the month following the Commencement Date. All payments required to be made by Tenant to Landlord under this Lease Termshall be paid by wire or via a check made payable to Landlord at Landlord's office at the address set forth above or at such other place as Landlord may from time to time designate to Tenant in writing. If the Commencement Date is not the first day of a month, Sublessee will provide Lessor then monthly Base Rent for the partial month in which the Commencement Date falls shall be prorated on a per diem basis. The first monthly installment of Base Rent applicable to the Initial Premises shall be paid by Tenant to Landlord upon execution of this Lease. Notwithstanding the provisions of this Section 3(a) hereof and provided that there is no Event of Default by Tenant under this Lease, Tenant shall be entitled to an abatement of the Base Rent and Common Expense Costs payable with respect to the Expansion Premises, for the initial twelve (12) months of the term of this Lease immediately succeeding the Commencement Date (the “Expansion Premises Free Rent”). (b) If the payment of Base Rent or Additional Rent paid by Tenant to Landlord under this Lease is not received by Landlord in good funds within five (5) Business Days (as defined in Section 6) after the date on which it is due and payable or should any check from Tenant be returned to Landlord as uncollectible, then, a delinquency service charge equal to five percent (5%) of the amount overdue (the “Service Charge”) shall become immediately due and payable to Landlord as liquidated damages for Tenant’s failure to make prompt payment to Landlord. Tenant acknowledges and agrees that the actual damages to Landlord due to such late or non-payment exceed the interest cost of money and are difficult to estimate. Such Service Charge shall become payable as Additional Rent within ten (10) Business Days after Tenant’s receiving an Appropriation Certificate invoice therefor. In the event of nonpayment of any Service Charge provided for this Sublease above, Landlord shall have, in addition to all other rights and remedies, all the rights and remedies provided for herein and by Law (as defined in Section 38) in the form attached hereto case of nonpayment of rent. Tenant’s obligation to pay any Service Charge and/or Interest as Exhibit G. Sublessee reasonably believes that legally available funds provided in an amount sufficient to make all Payments during this Section 3 shall continue beyond the Lease Term expiration or sooner termination of this Sublease and Lease. Notwithstanding the Lease can foregoing, Tenant shall not be obtained. Sublessee currently intends required to do all things lawfully within its power pay a Service Charge on the first late payment in any period of twelve (12) consecutive months, unless such payment remains unpaid for five (5) days after written notice 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 aboveTenant.

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 shall pay to the order of Sublessor, as rent 4.1 The consideration payable by Subtenant for the Equipment, a semiannual Rental Payment equal to Premises consists of the amount payable by Sublessor under the Lease, on the dates and Base Rent specified in the amounts Basic Sublease Provisions and Tenant’s Share (as set forth defined in Exhibit D attached hereto the Master Lease) of Operating Expenses and Tax Expenses (such payment due dates are referred to herein both as "Sublease Payment Dates"defined in the Master Lease) (“Additional Rent,” and collectively with the Base Rent, “Rent”). Sublessor hereby directs Sublessee Sublandlord shall deliver 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 Tenant copies of the Leasestatements of Additional Rent and reconciliation statements provided to Sublandlord by Master Landlord. 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 Except as set forth in Exhibit D attached hereto may be amended from time expressly provided herein, Subtenant’s covenant to time as provided pay Base Rent and Additional Rent will be independent of every other covenant 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. 4.2 Beginning on March 1, 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 hereunder2022, 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 month during the Lease Term, Sublessee Subtenant must pay to Sublandlord in advance, and without notice, demand, deduction or offset, the monthly Base Rent Commencing on the Commencement Date and continuing thereafter on the first day of each month during the Term, Subtenant must pay to Sublandlord in advance, and without notice, demand, deduction or offset, 1/12 of the Additional Rent. Sublandlord and Subtenant shall make reconciliation credits or payments, as set forth in Section 7.f. of the Master Lease, and such obligation shall survive the expiration or earlier termination of this Sublease, except with respect to any reconciliation statement not delivered by Sublandlord to Subtenant within twelve (12) months after the expiration date of this Sublease. Sublandlord shall provide Annual Operating and Tax Expense statement to Subtenant within ten (10) business days follow receipt from Master Landlord. 4.3 All Rent must be paid to Sublandlord at the “Sublandlord’s Address for Payment of Rent” specified in the Basic Sublease provisions, or to such other person or such other place as Sublandlord may from time to time designate by giving notice in writing to Subtenant. 4.4 If any Rent is not paid when due, Subtenant must pay a late charge to Sublandlord equal to the greater of (a) 5% of the delinquent amount‐, or (b) all interest and late charges as Sublandlord would sustain under the Master Lease in the event that Sublandlord were delinquent in paying such amount under the Master Lease. Neither demand for, nor receipt of, any late charge called for under this Sublease will (i) operate to waive any default by Subtenant or provide Lessor with an Appropriation Certificate a substitute for Subtenant’s full and timely performance of the obligation to pay Base Rent, or (ii) limit the exercise of any other right or remedy Sublandlord may have under 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 case 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 aboveSubtenant’s default.

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 6.1 From and after the Lease Effective Date, Tenant shall pay base rent during each Lease Year to the order of Sublessor, Landlord 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 follows: For each Lease directly to Lessor, Year 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 portion thereof occurring during the Lease Term, Sublessee will Tenant covenants and agrees to pay to Landlord as and for rent for the Premises, without offset or deduction, and without previous demand therefor except as otherwise expressly set forth herein, a rental in an annual amount equal to the Annual Rental Rate (such annual amount, hereinafter referred to as "Annual Rent"). All Annual Rent shall be payable by Tenant by immediately available electronic fund transfer (EFT) via the Automated Clearing House (ACH) Network using such instructions as the Landlord shall provide Lessor with an Appropriation Certificate by written notice to Tenant no less than thirty (30) calendar days prior to the date that such payment is due (provided, however, that, for this Sublease the initial payment of Annual Rent due hereunder, Landlord shall provide payment instructions by written notice to Tenant within ten (10) calendar days of the Lease Effective Date or such other date as is mutually agreed by the Parties), in advance commencing on the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds Lease Effective Date and on the first (1st) day of each and every calendar month thereafter during the Lease Term, in an amount sufficient equal to make all Payments during one-twelfth (1/12) of the Annual Rent; provided that if (i) the Lease Effective Date shall be other than the first (1st) day of a calendar month, the first (1st) monthly installment of Annual Rent shall be the monthly installment prorated by the fraction reached by dividing the number of days remaining from and including the Lease Effective Date to the last day of the calendar month in which the Lease Effective Date occurs by the actual number of days in such month, and (ii) the last date of the Lease Term shall be other than the last day of this Sublease a calendar month, the last monthly installment of Annual Rent shall be prorated by the fraction reached by dividing the number of days elapsed from and including the first (1st) day of such calendar month to the last day of the Lease can Term by the actual number of days in such month, and shall be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from payable at the office of Landlord first above set forth or at such other place or in such other manner in which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.Landlord shall have given Tenant written notice at least thirty

Rent. Sublessee (a) Subtenant shall pay to Sublandlord during the order of Sublessor, as Sublease Term fixed rent (“Sublease Base Rent”) for the Equipment, a semiannual Rental Payment equal to Subleased Premises at the rate of $541,280 per annum ($45,106.67 per month) from the Sublease Commencement Date through and including the Sublease Expiration Date. (b) The first monthly installment of Sublease Base Rent in 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 $45,106.67 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 Subtenant 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 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 Commencement Date occurs on the first day of each fiscal year a calendar month, then such payment shall be credited by Sublandlord to the first monthly installment of Sublessee during Sublease Base Rent payable under this Sublease. If the Lease TermSublease Commencement Date is not the first day of a calendar month, Sublessee will provide Lessor with an Appropriation Certificate then on the Commencement Date, Subtenant shall pay to Sublandlord Sublease Base Rent for this the period from the Sublease Commencement Date through the last day of the month in which the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during Sublease Commencement Date occurs, and the Lease Term payment made by Subtenant upon the execution and of this Sublease and shall be credited against the second monthly installment of Sublease Base Rent payable under this Sublease. (c) With respect to the Subleased Premises, during the Sublease Term, Subtenant shall pay to Sublandlord as Sublease Additional Rent (as hereinafter defined) any items specified in the Lease can to be obtained. Sublessee currently intends additional rent and any other sums of money, costs, charges, adjustments, increases, rent or additional rent payable by Sublandlord to do all things lawfully within its power Landlord under the Lease attributable to obtain the Subleased Premises or the use and maintain funds from which occupancy thereof by Subtenant, provided, that, for the Payments may purposes of calculating the amount of Sublease Additional Rent payable by Subtenant to Sublandlord in respect of Taxes and Operating Expenses, (1) “Tenant’s Proportionate Share” shall be made. Sublessee hereby acknowledges its obligations deemed to make payments under all be 2.37493% (subject to adjustment in the various circumstances described above.event of any reduction in the size of the Building or the Subleased Premises as a result of a casualty or condemnation); (2) “

Rent. Sublessee A. During each calendar year (excluding the Base Year), or portion thereof, falling within the Lease Term, Tenant shall pay to Landlord as Additional Base Rental hereunder Tenant's Pro Rata Share of 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 Lessoramount, if any, at by which Basic Costs for the address set forth in applicable calendar year exceed the records maintained pursuant to Section 19 of Basic Costs for 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 Base Year (the "Additional PaymentsExcess"). The term "Payments"In the event that Basic Costs in any calendar year decrease below the amount of Basic Costs for the Base Year, as used herein, shall refer to Rental Payments and Additional Payments. SublesseeTenant'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 Pro Rata Share of Sublessee responsible Basic Costs for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal such calendar year shall include in be deemed to be $0, it being understood that Tenant shall not be entitled to any credit or offset if Basic Costs decrease below the corresponding amount for the Base Year. Prior to January 1, 1997 and prior to January 1 of each such budget request for each fiscal subsequent calendar year during the Lease Term Term, or as soon thereafter as practical, Landlord shall make a good faith estimate of the Payments to become due in such fiscal Excess for the applicable calendar 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 month during such calendar year, Tenant shall pay to Landlord, as Additional Base Rental, a monthly installment equal to one-twelfth of Tenant's Pro Rata Share of Landlord's estimate of the Excess. Landlord shall have the right from time to time during any such calendar year to revise the estimate of Sublessee the Excess for such year and provide Tenant with a revised statement therefor, and thereafter the amount Tenant shall pay each month shall be based upon such revised estimate. If Landlord does not provide Tenant with an estimate of the Excess by January 1 of any calendar year, Tenant shall continue to pay a monthly installment based on the previous year's estimate until such time as Landlord provides Tenant with an estimate of the Excess for the current year. Upon receipt of such current year's estimate, an adjustment shall be made for any month during the current year with respect to which Tenant paid monthly installments of Additional Base Rental based on the previous year's estimate of the Excess. Tenant shall pay Landlord for any underpayment within thirty (30) days after demand. Any overpayment shall be credited against the installment of Base Rental and Additional Base Rental due for the months immediately following the furnishing of such estimate. Any amounts paid by Tenant based on Landlord's estimate of the Excess shall be subject to adjustment pursuant to the immediately following paragraph when actual Basic Costs are determined for such calendar year. As soon as is practical following the end of each calendar year during the Lease Term, Sublessee will Landlord shall furnish to Tenant a statement of Landlord's actual Basic Costs and the actual Excess for such previous calendar year, provided that Landlord shall use good faith efforts to provide Lessor Tenant with an Appropriation Certificate such statement on or before April 15th of each such calendar year. If the estimated Excess actually paid by Tenant for this Sublease the prior year is in excess of Tenant's actual Pro Rata Share of the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient Excess for such prior year, then Landlord shall apply such overpayment against Base Rental and Additional Base Rental due or to make all Payments during become due hereunder, provided if the Lease Term expires prior to the determination of such overpayment, Landlord shall refund such overpayment to Tenant after first deducting the amount of any Rent due hereunder. Likewise, Tenant shall pay to Landlord, within thirty (30) days after demand, any underpayment with respect to the prior year, whether or not the Lease has terminated prior to receipt by Tenant of a statement for such underpayment, it being understood that this Sublease clause shall survive the expiration of the Lease. Within sixty (60) days after written request from Tenant from time to time (but not more than one time per year), Landlord shall provide Tenant with a detailed statement containing a breakdown of the various categories of Expenses for the Base Year and the Lease can calendar year for which Landlord's statement is being issued, provided that Landlord shall not be obtained. Sublessee currently intends required to do all things lawfully within its power to obtain and maintain funds from which provide Tenant with a detailed statement for the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all Base Year more than three (3) years after the various circumstances described aboveCommencement Date.

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 shall a. During each year of the Term, the Tenant agrees to pay to the order Landlord, without demand or set off, in lawful money 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 anyUnited States, at the address set forth specified in this Lease, or at such other location as the Landlord may hereafter designate in writing, Base Rent for the Premises in the records maintained pursuant to Section 19 amount of the LeaseOne Dollar ($1.00) per annum. b. The annual Base Rent shall be paid in full in advance. Rental Payments due to Lessor from Sublessee The first payment of Base Rent shall be due and payable on each Sublease Payment or before the Commencement Date, which date . Each subsequent annual payment of Base Rent shall be fifteen due and payable in advance on each anniversary date of the Commencement Date. c. The Base Rent (15if any), the Additional Rent (as defined below), and all other sums payable under the Lease shall be paid without notice, demand, counterclaim, set off, deduction, or defense and without abatement, suspension, diminution, or reduction, and the obligations and liabilities of the Tenant under the Lease shall in no way be released, discharged, or otherwise affected by reason of any occurrence whatsoever, except as otherwise expressly provided in this Lease. d. During the Term of this Lease, the Tenant shall also pay as additional rent ("Additional Rent") days prior all sums, Impositions (as defined in the Section below), costs, expenses, and other payments that the Tenant is required to pay, either to the corresponding Master Lease Payment DateLandlord or to others, in immediately available funds at under 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 terms of this Lease. In additionthe event of any non-payment of Additional Rent, the Landlord shall have all rights and remedies provided for in this Lease for the non-payment of Base Rent. The Base Rent and the Additional Rent shall sometimes be referred to together in this Lease as the “Rent”. e. The Landlord has agreed to lease the Premises to the Tenant for less than fair market rent on the explicit condition that the Premises be used by the Tenant for its non-profit purposes described in Section 4 above. If, for any reason, the Tenant alters its organizational structure or operations at the Premises so as to lose its non-profit, 501(c)(3) status, this Lease shall be automatically modified, without action by or consent of the Tenant, to require the extent permitted by lawpayment of fair market rent effective as of the date of the loss of the Tenant’s non-profit, Sublessee 501(c)(3) status. In the event that the Landlord and the Tenant cannot agree on fair market rent, the parties agree to hire a qualified appraiser to determine the fair market rent. The parties shall pay when due to Sublessor or to Lessorshare equally the expense of hiring the appraiser. In the event the parties cannot agree on an appraiser, each party shall hire its own appraiser, at its sole cost and expense, and the fair market rent shall be the average of the results of each appraisal. The fair market rent, as the case may be, such other amounts from time determined pursuant 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 subsection (the "Additional Payments"e). The term "Payments", as used herein, shall refer become the Base Rent payable pursuant to Rental Payments and Additional Paymentssubsection (a) above. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described Nothing 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 subsection (e) shall be construed as approval of Tenant’s change of its non-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[profit use, which measures include, without limitation, would require the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as Landlord’s consent pursuant 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 Section 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 SubleaseRent, including, without limitation, those fixed rent, prepaid rent, and additional rent, if applicable (collectively, “Tenant Charges”), shall be apportioned as of the Closing Date in accordance with the provisions of this Section 7. (A) To the extent that Tenant Charges under a Lease with respect to the month of the Closing have been paid prior to the Closing, the same shall be prorated as of the Closing Date between Buyer and Seller based on the number of days during the month in which the Closing Date occurs and Buyer shall be entitled to a credit at Closing for the portion of such payments attributable to the period beginning on the Closing Date. Seller shall retain the right to receive all payments for unpaid Tenant Charges attributable to the period prior to the Closing Date. (B) All amounts payable under Sections 8 and 9 hereof and any late charges due and owing collected by Buyer from Tenants under the Leases after Closing shall be applied (a) first, to the Tenant Charges owed by such tenant with respect to the month in which the Closing Date occurs (subject to apportionment pursuant to Section 7(a)(i)(A) above, (b) second, to any unpaid Tenant Charges accruing under such Leases for the month after the month in which the Closing Date occurs until all such amounts then due have been paid, (c) third, to arrearages of Tenant Charges with respect to the month prior to the month in which the Closing Date occurs, (b) fourth, to any unpaid Tenant Charges accruing under such Leases for the period after the Closing Date until all such amounts then due have been paid through the current month as of the date such Tenant Charges were paid, (c) fifth, to any remaining arrearages of Tenant Charges with respect to the period prior to the month in which the Closing Date occurs, and (d) sixth, all other Tenant Charges collected shall belong to Buyer. If applicable, any Tenant Charges received directly or indirectly by Seller or Buyer following the Closing Date which are the property of the other party hereto shall be paid to the other party hereto within ten (10) Business Days following receipt thereof. During the twelve (12) month period following Closing, Buyer shall use good faith commercially reasonable efforts (as described below) to recover any Tenant Charges 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 and Buyer shall not compromise or settle any such arrearages for Tenant Charges applicable to the period prior to Closing without Seller’s prior written consent. Seller (upon notification to Buyer) shall be entitled to ▇▇▇ 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 a Lease, so long as such suit does not seek a termination of such 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 eviction of such budgets may Tenant; (ii) Seller does 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 bring any such budget, Sublessee will immediately take whatever measures are necessary action or claim more than twelve (12) months following the Closing Date (unless any stay has been in effect preventing Seller from bringing such action within such twelve (12) month period); and (iii) such suit solely pertains to ensure Tenant Charges that timely payment of all Payments will be made when due accrued or claim at any time prior to the Closing Date and which Seller is entitled to hereunder, . (C) Any Tenant Charges prepaid and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, applicable to the levy of ad valorem taxes upon all period following the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments Closing Date shall be subject credited by Seller to the annual appropriation of funds sufficient to meet Buyer on 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 aboveClosing Date.

Rent. Sublessee A. During each calendar year, or portion thereof, falling within the Lease Term, Tenant shall pay to Landlord the order Base Rental. The Base Rental shall be payable in equal monthly installments during the Lease Term, commencing as of Sublessorthe Commencement Date. In the event the Commencement Date shall occur on other than the first day of a calendar month, the Base Rental, and if applicable, the Additional Base Rental, shall be pro-rated for such month based upon a thirty (30) day month. Tenant covenants and agrees to also pay during the Lease Term as rent for the Equipment, a semiannual Additional Base Rental Payment equal hereunder Tenant's Pro-Rata Share of Additional Base Rental. Prior 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 anniversary of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Commencement Date, which date shall be fifteen (15) days and 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 January 1 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 subsequent calendar year during the Lease Term Term, or as soon thereafter as practical, Landlord shall provide to Tenant 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 reasonably estimated amount of Payments, SublesseeTenant'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 Pro-Rata Share of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, Additional Base Rental (the levy of ad valorem taxes upon all "Estimate") for 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]]applicable calendar year. On or before the first day of each fiscal month during such calendar year, Tenant shall pay to Landlord, as Additional Base Rental, a monthly installment equal to one-twelfth of the Estimate. Landlord shall have the right from time to time during any such calendar year to revise the reasonable Estimate to be paid by Tenant for such year to reflect a new reasonable Estimate, and provide Tenant with a revised statement therefor, and thereafter the amount Tenant shall pay each month shall be based upon such revised Estimate. If Landlord does not provide Tenant with an Estimate by January 1 of Sublessee any calendar year, Tenant shall continue to pay a monthly installment based on the previous year's Estimate until such time as Landlord provides Tenant with an Estimate for the current year. Upon receipt of such current year's Estimate, an adjustment shall be made for any month during the current year with respect to which Tenant paid monthly installments of Additional Base Rental based on the previous year's Estimate. Tenant shall pay Landlord any underpayment within ten (10) days after demand. Any overpayment shall, at Landlord's option, be refunded to Tenant within ten (10) days from the date determined by Landlord or credited against the installment of Additional Base Rental due for the months immediately following the furnishing of such estimate; provided that in the event Tenant shall then be in default hereunder, Landlord shall be entitled to apply any such overpayment on account of other sums then due to Landlord. Any amounts paid by Tenant based on any Estimate shall be subject to adjustment pursuant to the immediately following paragraph when actual Expenses are determined for such calendar year. As soon as is practical following the end of each calendar year during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate Landlord shall furnish to Tenant a statement of Landlord's actual Basic Costs and the actual amount of Tenant's Pro-Rata Share of Additional Base Rental for this Sublease the previous calendar year. If the amount of the Estimate actually paid by Tenant for the prior year is in excess of the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient of Tenant's Pro-Rata Share of Additional Base Rental for such prior year, then Landlord shall apply such overpayment against Additional Base Rental due or to make all Payments during become due hereunder, provided if the Lease Term expires prior to the determination of such overpayment, Landlord shall refund such overpayment to Tenant after first deducting the amount of any Rent due hereunder. Likewise, Tenant shall pay to Landlord, within ten (10) days after demand, any underpayment with respect to the prior year, whether or not the Lease has terminated prior to receipt by Tenant of a statement for such underpayment, it being understood that this Sublease clause shall survive the expiration of the Lease. Tenant's Pro Rata Share of Additional Base Rental for any partial calendar year shall be determined by multiplying the amount of Tenant's Pro Rata Share of Additional Base Rental for the full calendar year by a fraction, the numerator of which is the number of days during such calendar year falling within the Lease Term and the Lease can denominator of which is 365. B. Basic Costs shall mean all costs and expenses paid or incurred in each calendar year in connection with operating, maintaining, repairing, managing and owning the Building and the Property, [except to the extent expressly limited below in the case of the items described in subsections (6) and (9) below] including, but not limited to, the following: 1. All labor costs for all persons performing services required or utilized in connection with the operation, repair, replacement and maintenance of and control of access to the Building and the Property, including but not limited to amounts incurred for wages, salaries and other compensation for services, payroll, social security, unemployment and other similar taxes, workers' compensation insurance, uniforms, training, disability benefits, pensions, hospitalization, retirement plans, group insurance or any other similar or like expenses or benefits. 2. All management fees, the cost of equipping and maintaining a management office at the Building, accounting services, legal fees not attributable to leasing and collection activity, and all other administrative costs relating to the Building and the Property. If management services are not provided by a third party, Landlord shall be obtainedentitled to a management fee comparable to that due and payable to third parties provided Landlord or management companies owned by, or management divisions of, Landlord perform actual management services of a comparable nature and type as normally would be performed by third parties with the understanding; however, that in the event Landlord or an entity owned or controlled by Landlord or parties owning no less than 51% of the ownership interests in Landlord shall receive such management fee, Landlord shall waive any general overhead of Landlord as to general management of the Building for which Landlord receives such management fee, including, overhead charges for services such as accounting, secretarial, bookkeeping, office rent for the management office, office furniture, supplies and equipment. 3. Sublessee currently intends All rental and/or purchase costs of materials, supplies, tools and equipment used in the operation, repair, replacement and maintenance and the control of access to do all things lawfully within its power the Building and the Property. 4. All amounts charged to obtain Landlord by contractors and/or suppliers for services, replacement parts, components, materials, equipment and maintain funds from which supplies furnished in connection with the Payments operation, repair, maintenance, replacement of and control of access to any part of the Building, or the Property generally, including the heating, air conditioning, ventilating, plumbing, electrical, elevator and other systems and equipment. At Landlord's option, major repair items may be madeamortized over a period of up to five (5) years. 5. Sublessee hereby acknowledges its obligations All premiums and deductibles paid by Landlord for fire and extended coverage insurance, earthquake and extended coverage insurance, liability and extended coverage insurance, rental loss insurance, elevator insurance, boiler insurance and other insurance customarily carried from time to make payments under time by landlords of comparable office buildings or required to be carried by Landlord's Mortgagee. 6. Charges for all utilities, including but not limited to water, electricity, gas and sewer, to the various circumstances described aboveextent provided to the common areas of the Building located on the first floor.

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 Basic Rent for each fiscal year shall include in each such budget request for each fiscal year during the Lease Extension 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 set on the first day of each fiscal the applicable Extension Term to an amount equal to the Extension Rate. “Extension Rate” means the rental amount, expressed as dollars per square foot of the Premises per year that is the prevailing rental rate per square foot payable by renewal tenants having a credit standing substantially similar to that of Sublessee during Tenant, for properties of equivalent quality, size, utility, and location as the Premises, and located in the same submarket as the Project and leased for a term approximately equal to the applicable Extension Term, taking into consideration base year costs, any tenant inducements (such as allowances and rental abatement periods), and brokerage commissions, all as determined by Landlord. The Extension Rate may include periodic adjustments. Within 60 days after receipt of an Extension Notice, Landlord will notify Tenant of Landlord’s determination of the Extension Rate for the Extension Term. As part of an extension, Landlord will offer concessions that are market for a renewing tenant, such as an updated Base Year, improvement Allowance, market rental abatements, and Tenant brokerage commissions, and such concessions will be taken into account by Landlord as part of the determination of the Extension Rate. Within 30 days after receipt of such notice (the “Tenant Response Period”), Tenant will notify Landlord whether it accepts or rejects Landlord’s determination the Extension Rate for the Extension Term. If Tenant notifies Landlord before the end of the Tenant Response Period of its acceptance of the Extension Rate for the Extension Term, the Lease Termwill be extended as provided herein. Otherwise, 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 will terminate on the Lease can be obtainedthen-current Expiration Date. Sublessee currently intends to do all things lawfully within During the Tenant Response Period, upon Tenant’s request, Landlord will (or will cause its power to obtain and maintain funds from broker to) meet with Tenant (which the Payments may be madeby telephone or other electronic means of communication) to discuss Landlord’s determination of the Extension Rate and to consider any counter-proposals by Tenant. Sublessee hereby acknowledges its obligations Landlord will not be obligated to make payments under all accept any such counter-proposal, and Tenant’s sole remedy if Tenant is unwilling to extend for an Extension Term at the various circumstances described above.Extension Rate is to elect not to extend for such Extension Term. Exhibit H to Office Lease Agreement dated July 9, 2010 between Briargrove Place, L.L.C., a Texas limited liability company, as Landlord, and Cambium Learning, Inc., a Texas corporation, as Tenant

Rent. Sublessee (a) From and after the Commencement Date, Subtenant shall pay to Landlord 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 advance in the monthly installments forth on Schedule 4, pro-rated on a per diem basis in the case of any partial months during the Term. Except 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 herein, each monthly installment of the Lease. Rental Payments due to Lessor from Sublessee 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 month, without notice or demand and without abatement, set-off or deduction. Throughout the term of this Sublease, so long as Subtenant is not then in monetary default under this Sublease (beyond any applicable notice and cure period), Subtenant shall be entitled to a credit in the amount of $13,414.57 per month to be applied against Fixed Rent otherwise due hereunder as set forth above. Landlord acknowledges that Subtenant will, when entitle to the aforementioned credit, pay the Fixed Rent less the amount of the credit. (b) Commencing on the first anniversary of the Commencement Date, Subtenant agrees to pay to Landlord, as additional rent hereunder, an amount equal to “Subtenant’s Proportionate Share” of (i) the amount payable by Landlord pursuant to Section 4.05 of the ▇▇▇▇▇▇▇▇▇ (“Landlord’s Operating Expenses Payment”), but only to the extent that Landlord’s Operating Expense Payment for any calendar year during the Term exceeds Landlord’s Operating Expense Payment for calendar year 2007, and (ii) the amount payable by Landlord on account of real property tax (as defined in Section 9.01 of the ▇▇▇▇▇▇▇▇▇) pursuant to Section 9.01 of the ▇▇▇▇▇▇▇▇▇ (“Landlord’s Real Property Tax Payment”), but only to the extent that Landlord’s Real Property Tax Payment for any fiscal year of Sublessee during the Lease TermTerm exceeds Landlord’s Real Property Tax Payment for fiscal year 2007, Sublessee will provide Lessor with an Appropriation Certificate and (iii) all costs and expenses of every kind and nature paid or incurred by Landlord in the operation, maintenance, repair and replacement of the Building and the Building Common Area, including, without limitation, the utility costs described in Section 21 below (“Landlord’s Building Expenses”), but only to the extent Landlord’s Building Expenses for any calendar year during the Term exceed Landlord’s Building Expenses for calendar year 2007 (all such additional rent payable by Subtenant collectively referred to herein as “Direct Expenses”). In the event the Building is not at least 95% occupied during calendar year 2007, then that portion of Landlord’s Building Expenses that vary based on occupancy shall be grossed up as if the Building were 95% occupied. For purposes of this Sublease, “Subtenant’s Proportionate Share” shall be calculated by dividing the rentable square footage of the Subleased Premises subject to this Sublease (at the time in question) divided by the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during total rentable square footage of the Lease Term of this Sublease and Building. Initially, 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 aboveSubtenant’s Proportionate Share is twenty-seven percent (27%).

Rent. Sublessee A. During each calendar year, or portion thereof, falling within the Lease Term, Tenant shall pay to Landlord the order Base Rental. The Base Rental shall be payable in equal monthly installments during the Lease Term, commencing as of Sublessorthe Preliminary Commencement Date. In the event the Preliminary Commencement Date shall occur on other than the first day of a calendar month, the Base Rental and the Parking Garage Rental, and if applicable, the Storage Space Rental shall be pro-rated for such month based upon a thirty (30) day month. D. Tenant shall also pay during the Lease Term as rent Excess Basic Costs hereunder the sum of (1) the Excess Taxes for the Equipment, a semiannual Rental Payment equal applicable tax year plus (2) the Excess Expenses for the applicable calendar year. The Excess Taxes and the Excess Expenses shall be computed separate and independent of each other. Prior 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 anniversary of the Lease. Rental Payments due to Lessor from Sublessee shall be due Commencement Date 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 January 1 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 subsequent calendar year during the Lease Term Term, or as soon thereafter as practical, Landlord shall provide to Tenant 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 estimated amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute the Excess Expenses 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 Excess Taxes for 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]]applicable calendar year. On or before the first day of each fiscal month during such calendar year, Tenant shall pay to Landlord, as Excess Basic Costs, a monthly installment equal to one-twelfth of Landlord's estimate. Landlord shall have the right from time to time, but no more than twice, during any such calendar year to revise the reasonable estimate of Sublessee Excess Basic Costs to be paid by Tenant for such year and provide Tenant with a revised statement therefor, and thereafter the amount Tenant shall pay each month shall be based upon such revised estimate. If Landlord does not provide Tenant with an estimate of the Excess Basic Costs by January 1 of any calendar year, Tenant shall continue to pay a monthly installment based on the previous year's estimate until such time as Landlord provides Tenant with an estimate of such Excess Basic Costs for the current year. Upon receipt of such current year's estimate, an adjustment shall be made for any month during the current year with respect to which Tenant paid monthly installments of Excess Basic Costs based on the previous year's estimate. Tenant shall pay Landlord any underpayment within thirty (30) days after demand. Any overpayment shall, at Landlord's option, be refunded to Tenant within thirty (30) days from the date determined by Landlord or credited against the installment of Excess Basic Costs (if any) due for the months immediately following the furnishing of such estimate provided that in the event Tenant shall then be in default hereunder in the payment of any monetary sums (excluding any sums in good faith disputed by Tenant), after notice and expiration of the applicable cure period, Landlord shall be entitled to apply any such overpayment on account of those sums then due to Landlord. Any amounts paid by Tenant based on any estimate shall be subject to adjustment pursuant to the immediately following paragraph when actual Basic Costs are determined for such calendar year. Tenant shall not be entitled to any credit or offset if Taxes decrease below the Taxes for the Tax Base Year or Expenses decrease below the Expenses for the Expense Base Year. As soon as is practical following the end of each calendar year during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate Landlord shall furnish to Tenant a detailed statement, certified by Landlord to be correct and including copies of any bills from taxing authorities, of Landlord's actual Basic Costs and the actual Excess for this Sublease the previous calendar year. If the estimated Excess actually paid by Tenant for the prior year is in excess of the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient actual Excess for such prior year, then Landlord shall apply such overpayment against Excess Basic Costs due or to make all Payments during become due hereunder, provided if the Lease Term expires prior to the determination of such overpayment, Landlord shall refund such overpayment to Tenant within thirty (30) days after the date of Landlord's statement of the actual Basic Costs for such year. Likewise, Tenant shall pay to Landlord, within thirty (30) days after demand, any underpayment with respect to the prior year, whether or not the Lease has terminated prior to receipt by Tenant of a statement for such underpayment, it being understood that this Sublease clause shall survive the expiration of the Lease. E. Basic Costs shall mean all costs and expenses paid or incurred in each calendar year in connection with operating, maintaining, repairing and managing the Building and the Lease can Property (exclusive of the Parking Garage), including, but not limited to, the following: (1) Labor costs for all persons, not exceeding the rank of Building manager, performing services required or utilized in connection with the operation, repair, replacement and maintenance of and control of access to the Building and the Property, including but not limited to amounts incurred for wages, salaries and other compensation for services, payroll, social security, unemployment and other similar taxes, workers' compensation insurance, uniforms, training, disability benefits, pensions, hospitalization, retirement plans, group insurance or any other similar or like expenses or benefits. (2) Management fees which shall not exceed either (i) in the event Landlord or an affiliate of Landlord (i.e a management company owned by, or under substantially common ownership with, Landlord) performs same, three percent (3%) of the Base Rental and Additional Base Rental (exclusive of Parking Garage Rental) or (ii) in the event an unaffiliated third party performs same, amounts in excess of arms-length competitive prices paid in the Washington, D.C. metropolitan area for such services. In the event management fees are paid to an unaffiliated third party, Landlord shall also be obtainedentitled to include in the determination of Basic Costs administrative charges for services such as accounting, secretarial, and bookkeeping incurred with respect to the Building. Sublessee currently intends Basic Costs shall also include accounting services and legal fees not attributable to do leasing or collection activity or negotiations or disputes with Tenant. (3) Rental and/or purchase costs of materials, supplies, tools and equipment used in the operation, repair, replacement and maintenance and the control of access to the Building and the Property. (4) Amounts charged to Landlord by contractors and/or suppliers for services, replacement parts, components, materials, equipment and supplies furnished in connection with the operation, repair, maintenance, replacement of and control of access to any part of the Building, or the Property generally, including the heating, air conditioning, ventilating, plumbing, electrical, elevator and other systems and equipment. (5) Premiums and deductibles paid by Landlord for all things lawfully within its power risks of physical loss insurance, earthquake and extended coverage insurance, liability and extended coverage insurance, rental loss insurance, elevator insurance, boiler insurance and other insurance customarily carried from time to obtain time by landlords of comparable office buildings or required to be carried by Landlord's Mortgagee. (6) Charges for utilities, including but not limited to water, gas and maintain funds from sewer, but excluding those electricity charges which Tenant pays directly to the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described aboveutility company or Landlord.

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. (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 shall 1. Commencing as of the Commencement Date, Subtenant covenants and agrees to 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 anySublandlord, at the address set forth in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee such a 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 designate in writing, as provided rent during the term hereof: A. Base Rent as follows: Time Period Base Rent Monthly installment Commencement Date through January 31, 2011 $ 254,353.00 $ 21,196.00 February 1, 2011 through March 31, 2013 $ 485,597.00 $ 40,466.00 Such Base Rent shall be payable in equal monthly installments in advance on the first day of each and every calendar month during the term hereof (and a proportionate part for any part of a month); provided, however, that Subtenant shall not be required to pay Sublandlord Base Rent during any period that Base Rent may be abated pursuant to the provisions of Section 3.1.C of the Lease. In addition, . B. Subtenant’s pro rata share (defined below) of all other sums and money payments to be paid by Sublandlord to Landlord pursuant 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 applicable provisions of the Lease or this Sublease(other than Base Rent and payments pursuant to Section 3.3 of the Lease), including, without limitation, those prior to the effectiveness of the Lease Extension Agreement, payments on account of any Additional Rent (as defined in the Original Lease), and following the effectiveness of the Lease Extension Agreement, payments on account of any Additional Rent (as defined in the Lease Extension Agreement) pursuant to the provisions of the Lease, such amounts payable under Sections 8 and 9 hereof and any late charges to be paid to Sublandlord by the date they are due and owing under the Lease or Lease. “Subtenant’s pro rata share” for the purposes of this Sublease shall mean the fraction, the numerator of which is equal to the number of rentable square feet of Subleased Premises (23,123) and the "Additional Payments"denominator of which is equal to the number of rentable square feet of Leased Premises (37,423). The term "Payments"parties agree that the Subtenant’s pro rata share is 61.79%. In addition, as used hereinSubtenant shall pay, to Sublandlord, Subtenant’s pro rata share of the property insurance carried by Sublandlord on improvements located in the Subleased Premises that were installed by Sublandlord. C. Subtenant’s pro rata share of all sums and money payments to be paid by Sublandlord to the City of New Haven or other governmental taxing authority levied against Sublandlord for leasehold improvements. For the avoidance of doubt, Subtenant shall refer be solely responsible for and pay within the time provided by law all taxes and assessments imposed on its inventory, furniture, trade fixtures, apparatus, equipment and any other of Subtenant’s personal or other property. 2. If Sublandlord has made any payments to Rental Payments Landlord on account of a period, part of which occurs after the Commencement Date of this Sublease, Subtenant shall pay to Sublandlord its pro rata share of the portion of such payment attributable to the period after the Commencement Date, and Additional Payments. Sublessee's obligations similarly if Subtenant is to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in any payments to Sublandlord or Landlord on account of a period, part of which occurs 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-OFFCommencement Date of this Sublease, 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 reduced by the portion thereof attributable to the annual appropriation of funds sufficient period prior 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 aboveCommencement Date.

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 Rent for the month of, and any month after, Closing collected by the Partnership prior to Closing shall pay be apportioned as of the Closing Date. If any tenant is in arrears in the payment of rent on the Closing Date, rents received from such tenant after the Closing shall be applied in the following order of priority: (a) first, to the order payment of Sublessorcurrent rent then due; (b) second, as to delinquent rent for any period after the EquipmentClosing Date; and (c) third, 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 delinquent rent for any period prior to the corresponding Master Lease Payment Closing Date. Buyer shall either cause the Partnership to use reasonable efforts to collect (at no cost to Buyer or the Partnership), or shall assign to Sellers the right to collect, arrearages in immediately available funds at rents due from tenants as of the address specified First Closing Date. If rents or any portion thereof received 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 Sellers or the Lease. In addition, Partnership after the Closing Date are payable to the extent permitted other party by lawreason of this allocation, Sublessee the appropriate sum, less a proportionate share of any reasonable attorneys' fees, costs and expenses of collection thereof, shall be promptly paid to the other party, which obligation shall survive the Closing. If any tenants are required to pay percentage rents, escalation charges for real estate taxes, operating expenses, cost-of-living adjustments or other charges of a similar nature ("Additional Rents") and any Additional Rents are collected by the Partnership after the Closing which are attributable in whole or in part to any period prior to the Closing, then the Partnership shall promptly pay to Sellers the amount of such Additional Rents attributable to the period prior to the Closing, less a proportionate share of any reasonable attorneys' fees, costs and, expenses of collection thereof, and deliver to Sellers a statement therefor, if and when the tenant paying the same has made all payments of rents and Additional Rent then due to Sublessor or the Partnership pursuant to Lessorsuch tenant's Lease, as which obligation shall survive 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 thereinClosing. Upon adoption written request of Sublessee's temporary budget and final budgetSellers (but only until the time of the first reconciliation), Sublessee Buyer shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation cause the Partnership to pay provide Sellers with the Payments coming due in then current periodic report of the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either status of collection of such budgets may not contain an appropriation for Additional Rents from 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]]tenants.[ 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 each calendar year, or portion thereof, falling within the Lease Term, Tenant shall pay to Landlord as Additional Base Rental hereunder the order sum of Sublessor, as rent for (1) Tenant's Pro Rata Share of 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 Lessoramount, if any, at by which Taxes (hereinafter defined) for the address set forth in applicable calendar year exceed Taxes for the records maintained pursuant to Section 19 Base Year plus (2) Tenant's Pro Rata Share of the Leaseamount, if any, by which Expenses (hereinafter defined) for the applicable calendar year exceed Expenses for the Base Year. Rental Payments due to Lessor from Sublessee For purposes hereof, "Expenses" shall mean all Basic Costs with the exception of Taxes. Tenant's Pro Rata Share of increases in Taxes and Tenant's Pro Rata Share of increases in Expenses shall be due computed separate and payable on independent of each Sublease Payment Date, which date shall be fifteen (15) days other prior to being added together to determine the corresponding Master Lease Payment Date, in immediately available funds at "Excess." In 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 Lessorevent that Taxes and/or Expenses, as the case may be, such other amounts from time to time as are due and owing by Sublessor in any calendar year decrease below the amount of Taxes or Sublessee under Expenses for the Lease or this SubleaseBase Year, 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"Tenant's Pro Rata Share of Taxes and/or Expenses, as used hereinthe case may be, 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 such calendar year shall include in be deemed to be $0, it being understood that Tenant shall not be entitled to any credit or offset if Taxes and/or Expenses decrease below the corresponding amount for the Base Year. Prior to the Commencement Date and prior to January 1 of each such budget request for each fiscal calendar year during the Lease Term Term, or as soon thereafter as practical, Landlord shall make a good faith estimate of the Payments to become due in such fiscal year, thereby securing Excess for the appropriation of moneys for such fiscal applicable calendar year sufficient to pay the Payments coming due therein. Upon adoption of Sublesseeand Tenant'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]]Pro Rata Share thereof. On or before the first day of each fiscal month during such calendar year, Tenant shall pay to Landlord, as Additional Base Rental, a monthly installment equal to one-twelfth of Tenant's Pro Rata Share of Landlord's As soon as is practical following the end of each calendar year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate Landlord shall furnish to Tenant a statement of Landlord's actual Basic Costs and the actual Excess for this Sublease the previous calendar year. If the estimated Excess actually paid by Tenant for the prior year is in excess of Tenant's actual Pro Rata Share of the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient Excess for such prior year, then Landlord shall apply such overpayment against Additional Base Rental due or to make all Payments during become due hereunder, provided if the Lease Term expires prior to the determination of this Sublease and such overpayment, Landlord shall refund such overpayment to Tenant after first deducting the amount of any Rent due hereunder. Likewise, Tenant shall pay to Landlord, on demand, any underpayment with respect to the prior year, whether or not the Lease can be obtained. Sublessee currently intends has terminated prior to do all things lawfully within its power to obtain and maintain funds from which receipt by Tenant of a statement for such underpayment, it being understood that this clause shall survive the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all expiration of the various circumstances described aboveLease.

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. Sublessee shall (a) Subtenant covenants and agrees to pay to the order of Sublessor, Sublandlord as minimum rent (“Minimum Rent”) for the EquipmentSubleased Premises without notice or demand, a semiannual Rental Payment equal to and without set-off, deduction or abatement, the amount payable by Sublessor under of Twenty Four Dollars and Fifty Cents ($24.50) per annum per rentable square foot of the LeaseSubleased Premises. Minimum Rent shall be paid in equal monthly installments, in advance, on the dates Rent Commencement Date and in thereafter on the amounts first (1st) day of each and every successive month thereafter of the Term of this Sublease. If the Rent Commencement Date does not occur on the first day of a calendar month, Subtenant shall pay a prorated monthly installment on the Rent Commencement Date for the period from the Rent Commencement Date to the first day of the next calendar month. (b) Commencing on the first anniversary of the Rent Commencement Date, and on each annual anniversary thereafter of the Term, Minimum Rent shall be increased by four percent (4.0%), as set forth in Exhibit D on EXHIBIT C attached hereto and made a part hereof. If the Rent Commencement Date does not occur on the first day of a calendar month, the increase in Minimum Rent shall be effective on the first day of the first full calendar month after each annual anniversary of the Rent Commencement Date. (such c) Subtenant shall commence the payment due dates are referred to herein as "Sublease Payment Dates"of Minimum Rent on May 1, 2006 (“Rent Commencement Date”). Sublessor hereby directs Sublessee to make Notwithstanding the foregoing, Subtenant shall tender payment of the first full monthly installment of Minimum Rent upon Subtenant’s execution of the Sublease. (d) Minimum Rent includes all Payments otherwise payable by Sublessor to Lessor Operating Expenses and Taxes contemplated under the Prime Lease and Sublandlord 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 Prime Lease related to the 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 LessorPrime Landlord, or Subtenant shall reimburse Sublandlord for such other amounts within ten (10) business days of receipt of an invoice (attaching the charges of the Prime Landlord) from Sublandlord therefor. For the purposes of this Sublease and all of Subtenant’s obligations hereunder, Minimum Rent and any other sums due to the assignee of Lessor, if any, Sublandlord from Subtenant under this Sublease shall together constitute “Rent.” (e) All Rent payable pursuant to this Sublease shall be payable to Sublandlord at the address set forth for notices to Sublandlord 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 17 below 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 Sublandlord may be amended from time to time as provided designate 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]]writing.[ 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 Subtenant agrees to pay all rents and other charges owed to the order of Sublessor, as rent for the Equipment, a semiannual Rental Payment equal Sublandlord pursuant to the amount payable by Sublessor under the Lease, on the dates and in the amounts this Sublease to Sublandlord at its notice address as set forth in Exhibit D attached hereto Paragraph 3(b) hereof, Attention: Accounting Department. Subtenant agrees to pay all sales, rental and/or transaction privilege taxes on the rents and charges (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable except for Sublandlord's income or similar tax) now or hereafter imposed by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee any taxing authority upon Sublandlord's receipt of Lessor, if any, at the address set forth in the records maintained Base Rent from Subtenant pursuant to Section 19 of the Leasethis Sublease. Rental Payments due to Lessor from Sublessee shall be Any charges due and payable on each under this Section 7 or as elsewhere provided in this Sublease Payment Date, which date are not Base Rent payments shall be fifteen considered additional rent. Notwithstanding anything to the contrary contained herein or in the Master Lease, Sublandlord shall pay all Operating Expenses (15as defined in the Master Lease) with respect to the Premises for, through and including calendar year 2001. Commencing January 1, 2002, Subtenant shall pay its Percentage Share, as defined in Section 3 (1), of Building Operating Expenses in excess of the actual Building Operating Expenses for calendar year 2001. If Sublandlord provides Subtenant with written notice of an estimate, calculated using commercially reasonable judgment, of such amount for the upcoming calendar year, Subtenant shall pay 1/12th of such amount each month at the same time Subtenant pays its Base Rent. Within ninety (90) days prior following the expiration of each such calendar year, Sublandlord shall provide Subtenant with a reconciliation of actual Building Operating Expenses as compared to the corresponding Master Lease Payment Date, in immediately available funds at estimated Building Operating Expenses and 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 Lease2001 base year Building Operating Expenses. In additionthe event Subtenant made an overpayment, to Sublandlord shall promptly refund Subtenant such amount. In the extent permitted by lawevent of an underpayment, Sublessee Subtenant shall pay when such discrepancy by the later of (i) thirty (30) days after reconciliation thereof, or (ii) the next due date for Base Rent. Sublandlord agrees to Sublessor or to Lessor, as the case may be, such other amounts deliver any and all estimates and statements regarding Operating Expenses received 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 Master Landlord within two (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee2) days after Sublandlord'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]]receipt thereof.[ 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. Sublessee Subtenant shall pay to Sublandlord 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 Monthly Base Rent (pro rated in the amounts as set forth case of any partial calendar month at the beginning or end of the Term, based upon the actual number of days in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"the month). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, without deduction, offset, notice, or to the assignee of Lessor, if anydemand, at the address set forth in the records maintained pursuant Sublandlord's Address, or at such other place as Sublandlord shall designate from time to Section 19 of the Leasetime by notice to Subtenant. Rental Payments due to Lessor from Sublessee Monthly Base Rent shall be due and payable on paid for each Sublease Payment Date, which date shall be fifteen calendar month occurring during the term in advance two (152) business days prior to the corresponding Master Lease Payment Datefirst day of the calendar month to which such Monthly Base Rent is attributable, in immediately available funds at provided that the address specified installment of Monthly Base Rent for the second full calendar month of the Sublease Term shall be payable upon the execution of this Sublease by LessorSubtenant. Sublessee's periodic obligation Notwithstanding the foregoing, the Monthly Base Rent for Rental Payments as set forth in Exhibit D attached hereto may April, 2002, February, 2003, March, 2003 and March, 2004 shall be amended from time to time as provided in the Leaseabated. In addition, to should more than 20 days elapse between Subtenant's application for a building permit for Subtenant's initial alterations and improvements and the extent permitted by lawdate of issuance of the permit, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, and should 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 delay result 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-OFFSubleased Premises not being ready for occupancy by April 1, 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 2002 because of such budgets may not contain an appropriation for such amount of Paymentsdelay in issuing the building permit, 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 then Subtenant shall be subject entitled to the annual appropriation one day without Monthly Base Rent starting on April 1, 2002 for every two days of funds sufficient such delay up to meet the a maximum of seven days of free rent. All charges, costs, expenses and sums required Payments [include for school district Sublessees only]]. On to be paid or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for borne by Subtenant under this Sublease in addition to Base Rent shall be deemed "Additional Rent," and Base 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. The Monthly Base Rent for the form attached hereto fourth year of the term commencing on April 1, 2005 shall be adjusted to the then Fair Market Base Rental as Exhibit G. Sublessee reasonably believes that legally available funds defined in an amount sufficient Section 38(a) of the Master Lease; provided, however, if Fair Market Base Rental is $2.25 per RSF or less, the Monthly Base Rent shall remain at $2.25 per RSF for the fourth year of the Term (i.e., the twelve month period commencing on April 1, 2005). Approximately 30 days prior to make all Payments during the Lease Term commencement of this Sublease such lease year, Landlord and Tenant shall endeavor to agree upon the Lease can be obtainedFair Market Base Rental. Sublessee currently intends If they are unable to do all things lawfully so within its power such 30 days period, the Fair Market Base Rental shall be determined by three commercial real estate brokers — one selected by Sublandlord, one by Subtenant and one by the two brokers so selected. The Fair Market Base Rental shall be the average of the two closest amounts determined by the brokers. The brokers shall make their determination within 30 days of the selection of the third broker and any rent adjustment shall be retroactive to obtain April 1, 2005. Each party shall pay the fee of the broker which it selected and maintain funds from which one half of the Payments may fee of the third. On April 1, 2006 and April 1, 2007, the Monthly Base Rent for the succeeding year shall be madeincreased (but not decreased) in accordance with the change in the cost of living according to the provision of Section 35 of the Master Lease with appropriate adjustment to the terms of that section to correspond to the dates and time periods set forth in this paragraph. Sublessee hereby acknowledges its obligations At no time shall the Monthly Base Rent exceed that charged to make payments Sublandlord under all the various circumstances described aboveMaster Lease.

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 shall (a) Commencing on November 1, 2014 (the “Rent Commencement Date”), Subtenant will pay to the order of SublessorF▇▇▇▇▇▇ Mac, as annual rent for the EquipmentSubleased Premises (the “Base Rent”), a semiannual Rental Payment equal to the amount payable sum of thirty-three dollars and zero cents ($33.00) per rentable square foot of the Subleased Premises. On September 1, 2015 and again on September 1, 2016, Base Rent will increase by Sublessor under two percent (2%). Base Rent for the Lease, Term is set forth on the dates and in the amounts as set forth in Exhibit D Base Rent Schedule attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates")Exhibit 2 and made a part hereof. Sublessor hereby directs Sublessee to make all Payments otherwise Base Rent will be 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 Datemonthly installments, in immediately available funds at advance, 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 Rent 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 on the first day of each fiscal year of Sublessee successive month during the Lease Term. If the Term begins on a date other than the first day of a month or ends on a date other than the last day of a month, Sublessee the foregoing monthly installment will provide Lessor with an Appropriation Certificate for this Sublease be pro ratedfor the month based on the number of days of the month that fall during the Term. (b) Subtenant also will pay to F▇▇▇▇▇▇ Mac as “Additional Rent” the amount of any increases in Taxes (as defined in the form attached hereto Master Lease) payable by F▇▇▇▇▇▇ Mac under the Master Lease, above Taxes paid by F▇▇▇▇▇▇ Mac for 2014/2015, as Exhibit G. Sublessee and when charged to F▇▇▇▇▇▇ Mac by Landlord (on both an estimated and actual basis). Subtenant also will pay to F▇▇▇▇▇▇ Mac as Additional Rent $3.25 per square foot per month for electricity. In addition to the foregoing, Subtenant will reimburse F▇▇▇▇▇▇ Mac, as Additional Rent, for any and all amounts that are payable by F▇▇▇▇▇▇ Mac pursuant or related to the Master Lease as a result of Subtenant’s use or occupancy of the Subleased Premises, including without limitation charges for electricity (as measured by submeter) in excess of $3.25 per square foot provided to Subtenant. All Additional Rent will be due within thirty (30) days after receipt by Subtenant of any invoice reasonably believes that legally available funds in an amount sufficient documenting such costs. The Base Rent and Additional Rent are together referred to herein as the “Rent.” (c) All Rent will be paid by Subtenant with no notice (except as expressly provided herein), deduction or offset whatsoever. If Subtenant fails to make all Payments during any payment of Rent when due, Subtenant will pay interest on any such delinquent amount, calculated at the Lease Term rate of this Sublease fifteen percent (15%) per annum or, if lower, the highest rate permitted by law, from and after the Lease can be obtaineddue date of said payment until paid in full, without regard to whether F▇▇▇▇▇▇ Mac has incurred or paid any late charges or penalties under the Master Lease. Sublessee currently intends Notwithstanding the foregoing, F▇▇▇▇▇▇ Mac agrees that no more than once in any twelve calendar month period Subtenant will have a grace period of three business days 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 cure a failure to make payments payment of Rent when due before interest charges under all the various circumstances described abovethis Section 4(c) accrue.

Rent. Sublessee (a) Upon the selection of each Site hereunder, Licensee shall pay Licensor an initiation fee of ***** to cover Licensor's costs in conducting a preliminary analysis of the suitability of the Site for Licensee's purposes. The initiation fee paid hereunder shall not cover any of Licensor's costs in designing and preparing the Site for deployment of Licensee's Communication Equipment. Such costs shall be billed separately at Licensor's actual cost, including overheads, plus ***** or as agreed to by both parties in a separate construction agreement. All such costs shall be approved by Licensee in advance. (b) The Annual Base Rent during the Original Term for any SLA entered into within five years of the execution of this Master License Agreement shall be in the amount of ***** due and payable, without demand, in advance monthly installments of ***** for those Sites where Licensee will deploy on an existing Tower of Licensor ("Tower Site"), and ***** due and payable, without demand, in advance monthly installments of ***** for those Sites where Licensee must build its own Tower ("Raw Land Site"). The Annual Base Rent during the Original Term for any SLA entered into after the fifth anniversary of this Master License shall be determined by (i) dividing -------------------------------------------------------------------------------- ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the order of Sublessor, omitted portions. (A) the CPI-U indicator (as rent for the Equipment, a semiannual Rental Payment equal defined below) published most recently prior to the amount payable commencement date of the SLA, by Sublessor under (B) the LeaseCPI-U indicator published at the commencement of this Master License Agreement, on and (ii) multiplying the dates and in resultant number by the amounts Annual Base Rent for those SLAs entered into within the fifth anniversary of this Master License Agreement. The first payment shall be prorated from the Rental Commencement Date 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 particular SLA to the assignee first monthly payment date. Monthly rental payments shall be due on the first day of Lessor, if any, each month of each year. Monthly rental payments shall be paid to Licensor at the address set forth in Section 23 or at such other address as Licensor may designate in writing at least thirty (30) days in advance of any rental payment date. Any monthly rent installments (Base Rent or Initiation fees) shall be deemed late if not received by Licensor on the records maintained monthly payment date and shall begin to bear interest at the prime rate of interest quoted by Bank One, N.A. (or its successor) plus ***** per annum or the maximum rate allowed under the laws of the State of Ohio, whichever is less, five (5) days after the monthly payment date until paid. In addition to the interest charged for such late payment, Licensee shall pay an administrative fee of ***** for each late notice provided by Licensor pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee 15 below. (c) The Annual Base Rent during any renewal term shall be due equal to the Annual Base Rent paid for the previous term adjusted as provided herein and payable on shall remain the same throughout each Sublease Payment Date, which date year of such renewal term. Each adjustment to the Annual Base Rent shall be fifteen based on the U.S. Department of Labor, Bureau of Labor Statistic's Consumer Price Index for Urban Consumers, U.S. City Average (15"CPI-U") days indicator and shall be determined by (i) dividing (A) the CPI-U indicator published most recently prior to the corresponding Master Lease Payment Daterenewal date, in immediately available funds by (B) the CPI-U indicator published at the address specified beginning of the term then in effect, and (ii) multiplying the resultant number by Lessorthe Annual Base Rent paid during the term then in effect. Sublessee's periodic obligation In the event that the CPI-U is converted to a different standard reference base or otherwise revised, the determination of the adjustment shall be made with use of such conversion factor, formula or table for Rental Payments converting the CPI-U as set forth in Exhibit D attached hereto may be amended from time published by the Bureau of Labor Statistics, or if the Bureau shall fail to time publish the same, then with the use of such conversion factor, formula or table as provided in may be published by Prentice Hall Inc. or any other nationally recognized publisher of similar statistical information. (d) In the Leaseevent that Licensee enters into more than twenty (20) SLAs, the Annual Base Rent then applicable for each site licensed hereunder shall be decreased by ***** per month for Tower Sites and ***** per month for Raw Land Sites. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as event Licensee licenses more than forty (40) Sites 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 then applicable Annual Base Rent 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 site licensed 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 decreased by an additional ***** for school district Sublessees only]]Tower Sites and ***** for Raw Land Sites. On or before Such discounts shall become effective on the first day of each fiscal year the month following the Rental Commencement Date of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in SLA which entitles Licensee to the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during volume discount. (e) No later than three (3) years after the Lease Term signing 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 Master License Agreement, but after all the various circumstances described aboveSites have been identified, the parties agree to develop a comprehensive billing schedule to provide for one quarterly rent payment for all the Sites. In the event no comprehensive billing schedule is developed, the rental terms and payments schedule set forth herein shall remain in effect.

Rent. Sublessee shall 4.1 Tenant hereby agrees to pay Landlord the Base Rent subject to the order recalculation as provided in Section 1.2. For purposes of Sublessor, as rent for the Equipment, a semiannual Rental Payment equal to the amount payable by Sublessor Rent adjustment under the Lease, on the dates number of months is measured from the first day of the calendar month in which the Commencement Date falls. Notwithstanding the foregoing, in consideration of Tenant entering into this lease, the monthly Base Rent and in Tenant’s Share of Operating Expenses and Taxes shall be abated for the amounts as set forth in Exhibit D attached hereto first three (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee 3) months after the Commencement Date and Tenant shall have no obligation to make all Payments otherwise any payment of Base Rent, Taxes or other Operating Expenses during such three (3) month period. Landlord and Tenant agree for tax reporting purposes that none of the Base Rent or Tenant’s Share of Operating Expenses and Taxes due in periods in which Base Rent and Tenant’s Share of Operating Expenses and Taxes is not being abated shall be allocated to any other period. Each monthly installment (the “Monthly Rent”) shall be payable by Sublessor to Lessor under the Lease directly to Lessor, check 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 by money order 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. In addition to the Base Rent, Tenant also agrees to pay Tenant’s Share of Sublessee Operating Expenses and Taxes (each as hereinafter defined), and any and all other sums of money as shall become due and payable by Tenant as hereinafter set forth, all of which shall constitute additional rent under this Lease (the “Additional Rent”). Landlord expressly reserves the right to apply any payment received to Base Rent or any other items of Rent that are not paid by Tenant. The Monthly Rent and the Additional Rent are sometimes hereinafter collectively called “Rent” and shall be paid when due in lawful money of the United States without demand, deduction, abatement, or offset to the addresses for the rental payment set forth in the Basic Lease Information, or as Landlord may designate from time to time. 4.2 In the event any Monthly or Additional Rent or other amount payable by Tenant hereunder is not paid within five (5) days after its due date, Tenant shall pay to Landlord a late charge (the “Late Charge”), as Additional Rent, in an amount of five percent (5%) of the amount of such late payment. Failure to pay any Late Charge shall be deemed a Monetary Default (as hereinafter defined). Provision for the Late Charge shall be in addition to all other rights and remedies available to Landlord hereunder, at law or in equity, and shall not be construed as liquidated damages or limiting Landlord’s remedies in any manner. Failure to charge or collect such Late Charge in connection with any one (1) or more such late payments shall not constitute a waiver of Landlord’s right to charge and collect such Late Charges in connection with any other similar or like late payments. Notwithstanding the foregoing provisions of this Section 4.2, the 5% Late Charge shall not be imposed with respect to the first late payment in the twelve (12) months following the Commencement Date or with respect to the first late payment in any succeeding twelve (12) month period during the Term unless the applicable payment due from Tenant is not received by Landlord within five (5) days following written notice from Landlord that such payment was not received when due. Following the first such written notice from Landlord in the twelve (12) months following the Commencement Date and the first such written notice in any succeeding twelve (12) month period during the term (but regardless of whether such payment has been received within such five (5) day period), the Late Charge will be imposed without notice for any subsequent payment due from Tenant during such applicable twelve (12) month period which is not received within five (5) days after its due date. 4.3 Simultaneously with the execution hereof, Tenant shall deliver to Landlord (i) the Rent Payable on Execution as payment of the first installment due (which covers the fourth month of 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 ) of Monthly Rent and Tenant’s Share of Operating Expenses and Taxes due hereunder and (ii) an amount sufficient equal to make the Security Deposit Amount to be held by Landlord as security for Tenant’s faithful performance of all Payments during of the Lease Term terms, covenants, conditions, and obligations required to be performed by Tenant hereunder (the “Security Deposit”). The Security Deposit shall be held by Landlord as security for the performance by Tenant of all of the covenants of this Sublease Lease to be performed by Tenant and Tenant shall not be entitled to interest thereon. The Security Deposit is not an advance rent deposit, an advance payment of any other kind, or a measure of Landlord’s damages in any case of Tenant’s default. If Tenant fails to perform any of the covenants of this Lease to be performed by Tenant, including without limitation the provisions relating to payment of Rent, the removal of property at the end of the Term, the repair of damage to the Premises caused by Tenant, and the Lease can be obtained. Sublessee currently intends cleaning of the Premises upon termination of the tenancy created hereby, then Landlord shall have the right, but no obligation, to do all things lawfully within its power to obtain and maintain funds from which apply the Payments Security Deposit, or so much thereof as may be made. Sublessee hereby acknowledges its obligations necessary, for the payment of any Rent or any other sum in default and/or to make payments under all the various circumstances described abovecure any other such failure by Tenant.

Rent. Sublessee (a) Subtenant shall pay to the order of Sublessor, as rent Base Rent for the Equipment, a semiannual Rental Payment equal to Premises the amount payable by Sublessor under of Four Thousand Five Hundred and 00/100 Dollars ($7,500.00) per month during the LeaseTerm, 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 month of Sublessee the Term. (b) From and after the Effective Date, Subtenant shall pay Sublandlord as Additional Rent Subtenant’s pro rata share (currently seventy percent (65%)) of the real estate taxes payable by Sublandlord under the Master Lease in respect of the property for periods during the Term as provided herein. Subtenant further agrees to pay Sublandlord as Additional Rent Subtenant’s pro rata share of property insurance premiums for the Building only (and not for Building 40) required to be maintained by Sublandlord 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 unless Subtenant directly obtains and maintains such insurance. For purposes of this Sublease Lease, Subtenant’s “pro rata share” shall be based on a fraction, the numerator of which is the number of square feet of office and manufacturing space within the Premises at the applicable point in time (excluding hallways and other common areas) and the Lease can denominator of which is the total number of square feet of office and manufacturing space within the Building (excluding hallways and other common areas). Subtenant shall pay its pro rata share of real estate taxes and property insurance to Sublandlord within thirty (30) days following receipt of Sublandlord’s invoice, which shall include a copy of the underlying real estate tax bill. (c) From and after the Effective Date, Subtenant shall reimburse Sublandlord, as Additional Rent, fifty percent (50%) of the reasonable costs and expenses incurred by Sublandlord in maintaining, repairing and plowing the common driveway and parking lot, and maintaining the grounds of the facility. Sublandlord shall send Subtenant a written invoice for such costs and expenses as they are incurred on a monthly basis, and Subtenant shall reimburse Sublandlord for Subtenant’s share of the costs and expenses within thirty (30) days following receipt of the invoice. Notwithstanding any provision contained herein to the contrary, Subtenant shall not be obtained. Sublessee currently intends responsible to do all things lawfully within its power pay or reimburse Sublandlord for any capital improvements or expenditures made by Sublandlord to obtain the common driveway or parking lot, such as re-paving, unless Subtenant has approved such capital improvements or expenditures in advance, which approval Subtenant shall not unreasonably withhold. (d) All Base Rent Rent, Additional Rent and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations other charges payable by Subtenant hereunder hereinafter collectively are referred to make payments under all the various circumstances described aboveas “rent”.

Rent. Sublessee shall pay to the order of Sublessor, as rent 4.1 The consideration payable by Subtenant for the EquipmentPremises shall consist of the Base Rent under Section 4.2, a semiannual Rental Payment equal the Additional Rent under Section 4.3 and the Other Charges under Section 4.4. Base Rent, Additional Rent and Other Charges are collectively referred to the amount payable by Sublessor under the Lease, as "Rent." Subtenant's covenant to pay Rent shall be independent of every other covenant in this Sublease. 4.2 Beginning on the dates Commencement Date 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 continuing thereafter 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 month during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease Subtenant shall pay to Sublandlord in advance, and without notice, demand, deduction or offset, the monthly Base Rent specified in the form attached hereto Basic Sublease Provisions. Base Rent for any partial month will be prorated, based on a thirty (30) day month. Subtenant shall pay the first full month's Rent on the Execution Date, and if the Commencement Date is not the first day of the month, then Subtenant shall pay the prorated Rent for the first partial month on the Commencement Date. 4.3 Throughout the Term, Subtenant also shall pay as Exhibit G. Sublessee reasonably believes that legally available funds in "Additional Rent" an amount sufficient equal to make Subtenant's Share (as specified in the Basic Sublease Provisions) of all Payments during additional rent payable by Sublandlord under the Master Lease, insofar as applicable to the period encompassed by the Term, to reimburse Master Landlord for taxes, insurance, operating expenses, common area maintenance charges, management fees, capital expenditures for required repairs or improvements, and/or other expenses incurred by Master Landlord in connection with the Building (collectively, "Master Lease Term Pass Through Costs"). To the extent Master Lease Pass Through Costs are payable on a monthly estimated basis, the Additional Rent in respect thereto shall be paid as and when Base Rent is due based on Master Landlord's estimates; and upon any reconciliation of this Sublease estimated and actual Master Lease Pass Through Costs, the corresponding Additional Rent shall be adjusted between Sublandlord and Subtenant (with appropriate reimbursements or additional payments) within twenty (20) days after delivery to Subtenant of any reconciliation statement under the Master Lease. For purposes of calculating Additional Rent, Sublandlord shall be entitled to rely conclusively on Master Landlord's determination of estimated and actual Master 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 abovePass Through Costs.

Rent. Sublessee 4.1 The rent payable by Subtenant for the Sublease Premises shall consist of the Base Rent under Section 4.2, the Pass Through Costs under Section 4.3 and the Other Charges under Section 4.4. Base Rent, Pass Through Costs, Other Charges and any other sums payable by Subtenant under this Sublease are collectively referred to as “Rent.” Subtenant’s covenant to pay Rent shall be independent of every other covenant in this Sublease. Checks shall be sent to a/c #77-20068, Siebel Systems, Inc., Lockbox# 7203, Bank of America, 7▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless otherwise modified in writing by Sublandlord. 4.2 Subject to Subtenant’s right 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 Abated Base Rent pursuant to Section 19 of 4.7 below, beginning on the Lease. Rental Payments due to Lessor from Sublessee shall be due Commencement Date and payable continuing thereafter 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 calendar month during the Term, Subtenant shall pay to Sublandlord, in advance, and without notice, demand, deduction or offset, 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 be prorated, based on a thirty (30) day month. Subtenant shall pay the fifth full month’s Base Rent on the Execution Date, subject to Subtenant’s right to the Abated Base Rent provided for in Section 4.7 of this Sublease. 4.3 Commencing as of January 1, 2006 and continuing throughout the Term, Subtenant also shall pay an amount equal to Subtenant’s Share of all amounts payable by Sublandlord under the Master Lease as “Operating Expenses”, insofar as applicable to the period encompassed by the Term and to the extent such amounts exceed the amounts payable as Operating Expenses for the base year 2005 (collectively, “Pass Through Costs”). To the extent Pass Through Costs are payable on a monthly estimated basis, the Operating Expenses with respect thereto shall be paid as and when Base Rent is due in an amount based on Master Landlord’s estimate and/or Sublandlord’s reasonable estimate; 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 twenty (20) days after delivery to 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 Operating Expenses and shall be under no obligation to audit or verify the same. Commencing as of January 1, 2006, within a reasonable time following written request by Subtenant, Sublandlord shall provide Subtenant with a copy of the results of any audit conducted by Sublandlord with respect to Operating Expenses payable pursuant to the Master Lease and a copy of any annual statement of Operating Expenses provided by Master Landlord for the calendar year 2005 and/or any subsequent calendar year of Sublessee the Term, provided that Subtenant’s right to receive the result of any audits in accordance with this Section shall be subject to any confidentiality requirements and limitations of Master Landlord. 4.4 Throughout the Term, Subtenant also shall pay, within five (5) days after written notice, any other fees, charges or other sums payable with respect to the Sublease Premises (collectively, “Other Charges”) for: (a) excess or after hours utility consumption within the Sublease Premises; (b) excess, after hours or supplemental heating, ventilating or air conditioning service supplied to the Sublease Premises; (c) services or benefits supplied to the Sublease Premises at Subtenant’s request (or with Subtenant’s acquiescence) for which Master Landlord reserves any right to impose a fee or charge separate from the Pass Through Costs; (d) to reimburse Master Landlord or Sublandlord for taxes on personal property, equipment and fixtures located in or servicing the Sublease Premises during the Term; (e) to pay for any damage to the Building resulting from the act or omission of Subtenant or Subtenant’s agents, employees or invitees, subject to the subrogation provisions of Section 8.2 herein; and (f) amounts recoverable due to a default under the Master Lease Termwhich is the result of any Default or failure of performance by Subtenant under this Sublease. Sublandlord shall not assess any additional charge with respect to any of the Other Charges described in clauses (a), Sublessee (b), (c) or (d) above. 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. Subtenant shall pay an administrative charge to Sublandlord equal to five percent (5%) of the delinquent amount for each thirty (30) days such payment is overdue. 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 Lessor with an Appropriation Certificate 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 In the form attached hereto event of any casualty or condemnation affecting the Sublease Premises, Rent payable by Subtenant shall be proportionately abated, but only as Exhibit G. Sublessee reasonably believes to the portion of the Sublease Premises damaged or taken and only to the extent that legally available funds Rent payable by Sublandlord is abated or reduced with respect to such portion of the Sublease Premises. In addition, in the event that Sublandlord receives an abatement of rent under the Master Lease as a result of an Essential Services Interruption pursuant to Section 15 of the Master Lease and the Sublease Premises is an Affected Area, Rent payable by Subtenant shall be proportionately abated, but only as to the portion of the Sublease Premises comprising an Affected Area. Subtenant shall have no right to terminate this Sublease in connection with any casualty or condemnation except to the extent that the Master Lease also is terminated as to the Sublease Premises. 4.7 Notwithstanding anything in this Sublease to the contrary, so long as Subtenant is not in default under this Sublease beyond any applicable notice and cure period, Subtenant shall be entitled to an abatement of Base Rent with respect to the Sublease Premises, as originally described in this Sublease, in the amount sufficient of $44,121.80 per month for four (4) full calendar months of the Term, commencing with the first full calendar month of the Term (the “Abatement Period”). The maximum total amount of Base Rent abated with respect to make all Payments the Sublease Premises in accordance with the foregoing shall equal $176,487.20 (the “Abated Base Rent”). Notwithstanding anything to the contrary set forth herein, Subtenant shall not be entitled to receive an Abated Base Rent during the Lease Term continuance of an uncured default under this Sublease, provided that Subtenant’s right to receive such Abated Base Rent shall resume when and if such default is cured and Subtenant shall be entitled to a credit in the amount of the then remaining and unapplied portion of the Abated Base Rent against the next installment(s) of Base Rent until such time as Subtenant has been credited with the full amount of such unapplied Abated Base Rent. Only Base Rent shall be abated pursuant to this Section 4.7, as more particularly described herein, and all other Pass Through Costs and Other Charges, if any, shall remain as due and payable pursuant to the 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 aboveSublease.

Rent. Sublessee shall (a) The Lessee hereby agrees to pay to the order of Sublessor, as Owner Lessor basic lease rent payable with respect to the Network Lease Term (“Basic Lease Rent”) for the Equipment, a semiannual Rental lease of the Undivided Interest and assignment of the Software Rights as follows: each payment of Basic Lease Rent shall be payable on each Rent Payment Date in the amount equal to the product of the Owner Lessor’s Cost and the percentage set forth opposite such Rent Payment Date on Schedule 1A hereto, subject to adjustment in accordance with Section 3.4 hereof. In the event this Network Lease shall have been terminated in part pursuant to Section 14A with respect to the Termination Percentage of the Network, Basic Lease Rent payable on any Rent Payment Date thereafter shall be reduced by an amount equal to the product of the Termination Percentage and the amount otherwise determined pursuant to the preceding sentence. All Basic Lease Rent to be paid pursuant to this Section 3.2(a) shall be payable by Sublessor under the Lease, on the dates and in the amounts manner set forth in Section 3.5. (b) Basic Lease Rent shall be allocated to each full or partial calendar year during the Network Lease Term (each, a “Rental Period”) as set forth in Exhibit D attached hereto on Schedule 1B hereto, and within each Rental Period, Basic Lease Rent shall be allocated on a level daily basis. The Owner Lessor and the Lessee agree that such allocation is intended to constitute an allocation of fixed rent within the meaning of Treasury Regulation §1.467-1 (such payment due dates are referred c)(2)(ii)(A) to herein as "Sublease each Rental Period. The Basic Lease Rent payable on each Rent 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 Date pursuant to Section 19 3.2(a) shall be in satisfaction of the LeaseLessee’s obligation to pay the Basic Lease Rent allocated to the related Rental Period, as set forth on Schedule 1C hereto. (c) Basic Lease Rent payable on any Termination Date and the Early Purchase Price, the Purchase Option Price and the Termination Values have been determined on a net basis, by taking into account any Underpayment of Basic Lease Rent or Overpayment of Basic Lease Rent as of the Early Purchase Date, the date of the exercise of the Purchase Option or Termination Date. Rental Payments due Accordingly, on any such date, the Lessee’s obligation to pay to the Owner Lessor from Sublessee any Underpayment of Basic Lease Rent and the Owner Lessor’s obligation to pay to the Lessee any Overpayment of Basic Lease Rent shall be satisfied in full by the payment by the Lessee to the Owner Lessor of the Early Purchase Price, Purchase Option Price or Termination Value 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]]date.[ 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 Sublease Commencement Date, Subtenant shall pay to Sublandlord the order base rent specified in subsection (b) below (“Base Rent”). Base Rent and all other items of Sublessoradditional rent, as rent for the Equipment, a semiannual Rental Payment equal to the amount charges and expenses payable by Sublessor under the Lease, on the dates and in the amounts as set forth in Exhibit D attached hereto Subtenant hereunder (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 foregoing except for Base Rent deemed, collectively, “Additional Rent”) shall be due and payable paid to Sublandlord 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 deduction, abatement, counterclaim or setoff of Sublessee during any amount for any reason whatsoever. Rent shall be paid to Sublandlord in lawful money of the United States at its address set forth above (Attention: Lease TermAdministration), Sublessee will provide Lessor with or to such other person, or at such other address, as Sublandlord may from time to time designate by notice to Subtenant. Any payment by Subtenant or receipt by Sublandlord of an Appropriation Certificate amount less than the amount stipulated hereunder for this Sublease any portion of Rent shall be deemed a payment on account of such amount(s) payable. An endorsement or statement by Subtenant on any check or letter shall not be deemed to create an accord and satisfaction, and Sublandlord may accept any such check or payment without prejudice to Sublandlord’s right to recover the balance due or to pursue any other remedy available to it. Any provision in the form attached hereto Prime Lease referring to “Rent” or “rent” (or words of similar meaning) incorporated herein by reference shall be deemed to refer to all items of Base Rent and Additional Rent due under this Sublease. Base Rent and Additional Rent shall be referred to as Exhibit G. Sublessee reasonably believes that legally available funds “Rent”. (b) Base Rent shall consist of the following amounts, and shall be paid by Subtenant to Sublandlord as herein provided: Sublease Period Total Term Monthly Sublease Commencement Date through Sublease Expiration Date $ 494,991.00 $ 49,499.10 (c) Notwithstanding subsection (b) above, Tenant’s obligation to pay Rent shall commence on the Sublease Commencement Date, subject to any abatement of Rent pursuant to Paragraph 1.(b) above. The Rent payable for the calendar month 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 Sublease Commencement Date occurs shall be madepro rated to reflect the number of days of Subtenant’s occupancy during such calendar month and shall be payable on the Sublease Commencement Date. (d) Rent payable hereunder shall be prorated on a daily basis in the case of any period of less than a full calendar year or, in the case of any monthly installment, any period less than a full calendar month. Sublessee hereby acknowledges its obligations to make payments under Subtenant shall pay all commercial rent or occupancy taxes imposed in connection with this Sublease, the various circumstances described aboveSubleased Premises or the payment of Rent hereunder, if applicable.

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 shall Lessees will pay or cause to be paid to Lessor or its Nominated Agent (by paying into the order MLS Collection Account (Tranche 2), or any other bank account as notified by Lessor) on each Device Lease Payment Date, throughout the Term of Sublessor, as rent for the Equipment, a semiannual Rental Payment equal to the amount payable by Sublessor under the each Device Lease, on the dates and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred Rental Payments for each Device subject 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 a Device Lease. Rental Payments for each Device subject to a Device Lease are payable for each calendar month (or the relevant portion thereof) on the Device Lease Payment Date until the Device Lease for such Device terminates. The Lessor will deliver an invoice to Lessees in the amount of the Rental Payments due to Lessor from Sublessee shall be for each month on the 5th Business Day of such month beginning May 6, 2016. Once paid, each Rental Payment is not refundable for any reason unless such Rental Payment has been paid in error or when not actually due and payable on each Sublease payable. Each transfer of Available Funds into the MLS Collection Account (Tranche 2) during the calendar month of the applicable Device Lease Payment DateDate (or, which date shall be fifteen (15) days prior to in the corresponding Master case of the first Device Lease Payment Date, during the period from the Lease Closing Date through such Device Lease Payment Date) (other than any transfer of Available Funds by Sprint in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for respect of Rental Payments due on a preceding Device Lease Payment Date pursuant to the Sprint Guarantee or otherwise) and any Carryover Amount with respect to such Device Lease Payment Date shall be applied as set forth follows: (i) first, (A) all such Available Funds attributable to Customer Rentals in Exhibit D attached hereto may payment of amounts invoiced to the relevant Customer prior to, or during, the calendar month immediately preceding such Device Lease Payment Date and (B) any Carryover Amount with respect to such Device Lease Payment Date shall be amended from time applied in satisfaction of Lessees’ obligation to time as provided make a scheduled Rental Payment on such Device Lease Payment Date (the excess of the amounts described in clauses (A) and (B) over the amount of the scheduled Rental Payment due on such Device Lease Payment Date, the “Excess Amount”); (ii) second, (A) all such Available Funds attributable to Customer Rentals in payment of amounts invoiced to the relevant Customer during the calendar month in which such Device Lease Payment Date occurs, or in payment of amounts that were scheduled to be invoiced during a future calendar month, shall be applied in satisfaction of Lessees’ obligations to make a scheduled Rental Payment on the Device Lease Payment Date in the Lease. In additioncalendar month following the calendar month during which such amounts are or would have been invoiced to the relevant Customer, and (B) the Excess Amount shall be applied in satisfaction of Lessees’ obligations to make a scheduled Rental Payment on each succeeding Device Lease Payment Date in an aggregate amount equal to the Excess Amount applied consecutively to each succeeding Device Lease Payment Date (the portion of such Available Funds and any Excess Amount to be applied in respect of the Rental Payment due on a subsequent Device Lease Payment Date, the “Carryover Amount” with respect to such subsequent Device Lease Payment Date); and (iii) third, all remaining Available Funds shall be applied in satisfaction of any other payment due and owing or elected to be paid under any Sprint Transaction Document by any Sprint Party that is payable to the MLS Collection Account (Tranche 2), including under Section 2.9, to the extent permitted by lawof the amount paid into the MLS Collection Account (Tranche 2) during the relevant period. Promptly following each Device Lease Payment Date, Sublessee to the extent that there were insufficient Available Funds (after giving effect to application thereof in accordance with the immediately preceding sentence) available to be applied to satisfy the scheduled Rental Payment on such Device Lease Payment Date, the Lessor 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 make a demand 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 Sprint Guarantee 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 amount 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]]shortfall.[ 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 The parties 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")Prorate all Rent. 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 additionAdditionally, to the extent permitted received by lawSellers prior to Closing, Sublessee the following will be paid by Sellers to the Partnership at the Closing: (i) prepaid rent; and (ii) any and all reimbursements or escalations due under Leases (collectively the “CAM/Tax Payments”) for utilities, insurance premiums and operating expenses (including, but not limited to, real estate tax payments and special assessments (collectively, “Operating Expenses”) received by Sellers from Tenants and properly allocable to the period, from January 1 of the calendar year in which the Closing occurs (the “Closing Year”) until the Closing Date, in excess of amounts properly allocable against the CAM/Tax Payments for the Closing Year for (x) those documented amounts actually expended by Sellers for the payment of Operating Expenses during the period from January 1 of the Closing Year, until the Closing Date, and (y) any documented Operating Expense amounts that Sellers have become obligated prior to the Closing Date to pay and that Sellers or any Seller agree they or it will pay subsequent to the Closing Date and Sellers agrees to indemnify and hold harmless the Partnership therefrom. If any Operating Expenses shall not be ascertainable by the Closing Date, an estimate shall be made thereof based on 110% of the most recent bills therefor, with a reproration immediately upon receipt of the actual bills therefor, and Sellers will pay when due to Sublessor the Partnership, or to Lessorthe Partnership will pay Sellers, as the case may be, upon demand of the party entitled to such other amounts payment, any amount due such party as a result of such reproration. The Partnership and Sellers agree to cooperate in determining the reproration of such Operating Expenses. The Partnership shall not be required to collect any delinquent rents due to Sellers from time Tenants. Further, after the Closing Date, Sellers shall not have any right to time as are due and owing by Sublessor pursue legal action against Tenants (or Sublessee any guarantors) who have defaulted, prior to the Closing Date, 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]]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 (a) From and after the Commencement Date, Subtenant shall pay to Landlord annual fixed rent (the order “Fixed Rent”) in the amounts set forth on Schedule 4 attached hereto. Fixed Rent shall be payable in advance in the monthly installments forth on Schedule 4, pro-rated on a per diem basis in the case of Sublessorany partial months during the Term. Except as otherwise set forth herein, each monthly installment of Fixed Rent shall be payable on or before the first day of each month, without notice or demand and without abatement, set-off or deduction. (b) From and after the Commencement Date, Subtenant agrees to pay to Landlord, as additional rent for the Equipmenthereunder, a semiannual Rental Payment an amount equal to “Subtenant’s Proportionate Share” of the following costs and expenses arising from and after the Commencement Date: (i) the amount payable by Sublessor under Landlord pursuant to Section 4.05 of the Lease▇▇▇▇▇▇▇▇▇, (ii) the amount payable by Landlord on account of real property tax (as defined in Section 9.01 of the dates ▇▇▇▇▇▇▇▇▇) pursuant to Section 9.01 of the ▇▇▇▇▇▇▇▇▇, and (iii) all costs and expenses of every kind and nature paid or incurred by Landlord in the amounts as set forth operation, maintenance, repair and replacement of the Building and the Building Common Area, including, without limitation, the utility costs described in Exhibit D attached hereto Section 19 below (“Landlord’s Building Expenses”) (all such payment due dates are additional rent payable by Subtenant collectively referred to herein as "Sublease Payment Dates"“Direct Expenses”). Sublessor hereby directs Sublessee There shall be excluded from the calculation of any management fee imposed by Landlord on Landlord’s Building Expenses any costs imposed on Landlord under the ▇▇▇▇▇▇▇▇▇ and passed on to make all Payments otherwise Subtenant as part of Direct Expenses. In no event shall Landlord’s Building Expenses include any costs or insurance deductibles associated with the repair of any damage to the Building or the Building Common Area caused by casualty or condemnation; any real property tax directly related to tenant improvements constructed by or for the benefit of other subtenants of the Building; depreciation of the Building, Building Common Area or any equipment; real estate brokers’ commissions; costs and expenses paid directly by other subtenants of the Building; or capital expenditures except as provided in Section 6.05 of the ▇▇▇▇▇▇▇▇▇ as if such provision was incorporated by reference herein. For purposes of this Sublease, Landlord’s Building Expenses shall not include the cost of “Rent” payable by Sublessor Landlord to Lessor Overlandlord under the Lease directly to Lessor▇▇▇▇▇▇▇▇▇ since Landlord is recovering such costs from Subtenant through Fixed Rent, or to the assignee of LessorDirect Expenses, Subtenant Surcharges and other amounts payable under this Sublease, if any, (as it is the intent of the parties to avoid any “double charging” for such amounts). In the event the Building is not at least 95% occupied during any calendar year during the Term, then that portion of Landlord’s Building Expenses that vary based on occupancy shall be grossed up as if the Building were 95% occupied for such period. For purposes of this Sublease, “Subtenant’s Proportionate Share” shall be calculated by dividing the rentable square footage of the Subleased Premises subject to this Sublease (at the address time in question) divided by the total rentable square footage of the Building. Initially, the Subtenant’s Proportionate Share is twenty-five percent (25%). Subtenant shall pay Direct Expenses in monthly installments on the first day of each month in an amount set forth in the records maintained pursuant a written estimate by Landlord. Landlord shall deliver to Section 19 Subtenant a written estimate of the Leasepayments for Direct Expenses for the upcoming calendar year promptly upon receipt of such similar statements from Overlandlord, together with copies of the statements received from Overlandlord. Rental Payments due Promptly upon Landlord’s receipt of any year-end statement from Overlandlord, Landlord shall furnish to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be Subtenant a similar statement (“Landlord’s Statement”) of the actual amount of Direct Expenses for the year. Within fifteen (15) days prior to the corresponding Master Lease Payment Datethereafter, 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 to Sublessor Landlord, as Direct Expenses, or Landlord shall remit to LessorSubtenant, as the case may be, the difference between the estimated amounts paid by Subtenant and the actual amount of Subtenant’s Proportionate Share of Direct Expenses for such other period. Subtenant shall have the right to review and adjust Landlord’s Statement in accordance with the procedures set forth in Section 4.08 of the ▇▇▇▇▇▇▇▇▇, except that the first sentence of Section 4.08(b) shall be inapplicable and is not incorporated into this Sublease. Subtenant’s review shall be at a location in the San Francisco Bay area reasonably determined by Landlord. This paragraph shall survive the expiration or sooner termination of this Sublease. (c) In addition to the Fixed Rent and Direct Expenses, Subtenant agrees to pay to Landlord all Subtenant Surcharges (as hereinafter defined) as additional rent hereunder as hereinafter provided. As used herein, the term “Subtenant Surcharges” shall mean any and all amounts from time to time as are which become due and owing payable by Sublessor or Sublessee Landlord to the Overlandlord under the Lease ▇▇▇▇▇▇▇▇▇ (without additional charge or profit to Landlord) as “Additional Rent” (as such term is defined in the ▇▇▇▇▇▇▇▇▇) which would not have become due and 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 any act or omission of Subtenant, and (ii) any additional rent or charges under the ▇▇▇▇▇▇▇▇▇ payable by Landlord on account of any other additional service as may be provided under the ▇▇▇▇▇▇▇▇▇, or with the consent of the Overlandlord. Subtenant Surcharges shall not include any costs or charges that have been expressly excluded from other payment obligations of Subtenant under this Sublease. Subtenant shall pay any Subtenant Surcharge within fifteen (15) days after the presentation of the Overlandlord’s statements therefor by the Landlord to Subtenant. (d) Any failure or delay by Landlord in billing any sum set forth in this Section 4 shall not constitute a waiver of Subtenant’s obligation to pay the same in accordance with the terms of this Sublease. (e) Landlord shall promptly furnish to Subtenant a copy of each notice or statement from the Overlandlord affecting the Subleased Premises with respect to Subtenant’s obligations hereunder, including, without limitation, those amounts payable under Sections 8 notices of default against Landlord and 9 hereof and any late charges due and owing under statements regarding Additional Rent (as defined in Section 4.05 of the Lease or this Sublease (the "Additional Payments"▇▇▇▇▇▇▇▇▇). The term "Payments"If Landlord, whether at its discretion or on behalf of Subtenant (pursuant to the prior written request of Subtenant under such rights as used hereinincorporated herein from Section 4.08 of the ▇▇▇▇▇▇▇▇▇), shall refer to Rental Payments disputes the correctness of any such notice or statement 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 dispute is resolved in Landlord’s favor, or if Landlord shall receive any refund of Direct Expenses or Subtenant Surcharges with or without a dispute, Landlord shall promptly pay to pay Subtenant any refund (after deducting from 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 Paymentsany such refund an equitable portion of all reasonable expenses, Sublessee's obligations including court costs and reasonable attorneys’ fees, incurred by Landlord in resolving such dispute) received by Landlord in respect (but only to make Payments hereunder when due are absolute the extent) of any related payments of Direct Expenses, Subtenant Surcharges or other amounts made by Subtenant less any amounts theretofore received by Subtenant directly from the Overlandlord and unconditional. Sublessee further covenants relating to such refund; provided, however, that, if Landlord is required under the terms of the ▇▇▇▇▇▇▇▇▇ to pay such appropriation is not in amounts pending the determination of any such budgetdispute (by agreement or otherwise), Sublessee will immediately take whatever measures are necessary to ensure that timely payment Subtenant shall pay the full amount of all Payments will be made when due hereunderthe Fixed Rent, Direct Expenses 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 Subtenant Surcharges in accordance 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 applicable Overlandlord’s statement or notice. Landlord shall also promptly remit to Subtenant, Subtenant’s Proportionate Share of any refunds, if any, paid by Overlandlord to Landlord pursuant to Section 4.07(b) of the ▇▇▇▇▇▇▇▇▇ to the extent that such refund is not otherwise exclusively attributable to rentable space (other than the Subleased Premises) in the Building. The provisions of this Section 4(e) shall survive the expiration or sooner termination of this Sublease. (f) The Fixed Rent, Direct Expenses, Subtenant Surcharges and any other amounts payable pursuant to this Sublease shall be obtainedpaid by Subtenant to Landlord at the address set forth for notices below, or at such other place as Landlord may hereafter designate from time to time in writing, in lawful money of the United States of America, by a good unendorsed check, subject to collection, as and when the same become due and payable, without demand therefor and without any deduction, set-off or abatement whatsoever. Sublessee currently intends Any other amounts of additional rents and other charges herein reserved and payable shall be paid by Subtenant in the manner and to do the persons set forth in the statement from Landlord describing the amounts due as applicable. All Subtenant Surcharges and all things lawfully within its power other costs, charges and expenses which Subtenant assumes, agrees or is obligated to obtain pay to Landlord pursuant to this Sublease shall be additional rent and maintain funds from which in the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under event of nonpayment thereof Landlord shall have all the various circumstances described aboverights and remedies with respect thereto as are herein provided for in case of nonpayment of the Fixed Rent reserved hereunder. (g) Subtenant shall, within two (2) business days after the satisfaction of the Conditions Precedent, pay to Landlord the sum of $21,821.28 to be applied to the first full monthly installment of Fixed Rent due hereunder.

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 (a) Subtenant shall pay to the order of Sublessor, as Sublandlord 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, “Fixed Rent”) at the address set forth rate of $362,180.00 per annum from the Commencement Date through the Expiration Date, payable in the records maintained pursuant to Section 19 advance in equal monthly installments of the Lease. Rental Payments due to Lessor from Sublessee $30,181.67. (b) Monthly installments of Fixed Rent shall be due and payable paid in advance in equal monthly installments 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. If the Commencement Date shall not be the first day of a month, Sublessee will provide Lessor Fixed Rent shall be prorated on a per diem basis. The installment of Fixed Rent for the calendar month in which the Expiration Date occurs shall be prorated on a per diem basis if the Expiration Date does not occur on the last day of the month. (c) Fixed Rent and all other amounts (“Additional Rent;” together with an Appropriation Certificate for this Sublease in Fixed Rent, collectively “Rent” or “rent”) payable by Subtenant to Sublandlord 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 provisions of this Sublease shall be paid promptly when due, without notice or demand therefor, and without deduction, abatement, counterclaim or setoff. Fixed Rent and Additional Rent shall be paid to Sublandlord in lawful money of the United States at the office of Sublandlord or such other place (or by wire) as Sublandlord may designate from time to time. 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 provisions in the Prime Lease can incorporated herein by reference (whether capitalized or lower case) referring to “fixed rent,” “annual rent,” “base rent,” “rent,” ,”additional rent,” “escalations,” “payments” or “charges” or words of similar import shall be obtaineddeemed to refer to Fixed Rent and Additional Rent due under this Sublease. (d) Notwithstanding anything to the contrary contained herein, so long as (i) Subtenant shall not be in default hereunder and (ii) Prime Landlord has waived $30,181.67 of the fixed annual rent under the Prime Lease pursuant to Section 4(a) of the First Amendment, the Fixed Rent payable by Subtenant hereunder (but not any Additional Rent) shall be abated for the first month of the Term in the amount of $30,181.67. Sublessee currently intends Subtenant acknowledges that if this Sublease shall terminate due to do all things lawfully within its power to obtain a default by Subtenant hereunder or if this Sublease shall be rejected in the case of a bankruptcy, the foregoing abated Fixed Rent shall be immediately due and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described abovepayable.

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. Sublessee A. 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, on the dates and Landlord Base Rent in the amounts manner provided in Subsection 5.C. in equal consecutive monthly installments in advance on or before the 1st day of each calendar month commencing as of the Commencement Date and continuing through the Term. If the Term commences on a day other than the first day of a calendar month, or ends on a day other than the last day of a calendar month, Base Rent for such month shall be prorated by multiplying same by a fraction, the numerator of which is the number of days of the Term within such calendar month and the denominator of which is the total number of days within such calendar month. B. Tenant agrees to pay all Real Estate Taxes and Utility Charges as set forth in Exhibit D attached hereto (such payment due dates are referred below. C. For purposes of this Lease, Base Rent, Real Estate Taxes, Utility Charges and any and all other amounts, sums, charges, liabilities and obligations which Tenant assumes or agrees to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor pay or may become liable for under the this 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 any time 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 are sometimes collectively referred to as provided “Rent”; and, in the Lease. In addition, event of any failure on the part of Tenant to pay any portion of the Rent (except where such failure is directly due to the extent permitted by lawacts or omissions of Landlord), Sublessee shall pay when due to Sublessor every fine, penalty, interest and cost which may be added for nonpayment or to Lessor, as the case may be, late payment of such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Subleaseitems, including, without limitation, those all amounts for which Tenant is or may become liable to indemnify Landlord and Indemnified Parties under this Lease (including reasonable attorneys’ fees and court costs) shall be deemed to be Rent. Except as expressly set forth to the contrary herein, all Rent is payable under Sections 8 in lawful money of the United States of America and 9 hereof legal tender for the payment of public and private debts without notice, demand, abatement, deduction, or setoff in accordance with the ACH information specified in Subsection ▇.▇▇., or in accordance with other ACH information as Landlord designates to Tenant in writing. D. Tenant hereby acknowledges that late payment by Tenant to Landlord of Rent will cause Landlord to incur costs and administrative complications not contemplated hereunder, the exact amount and scope of which is presently anticipated to be extremely difficult to ascertain. Accordingly, if any installment of Rent due to Landlord is not paid within five (5) business days after delivery to Tenant of written notice from Landlord that Tenant has failed to pay Rent when due, Tenant shall pay Landlord on written demand a late charges due and owing under charge equal to five percent (5%) of the Lease or this Sublease (delinquent installment of Rent, when it pays the "Additional Payments")delinquent installment. The term "Payments", as used herein, shall refer to Rental Payments parties agree that this late charge represents a fair and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein reasonable estimate of the costs 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 Termexpenses (including economic losses) that Landlord will incur by reason of late payment by Tenant. The officials parties further agree that such late charge is Rent and not interest and such assessment does not constitute a lender or borrower/creditor relationship between Landlord and Tenant. In addition, any amount of Sublessee delinquent Rent due to Landlord shall accrue interest at the Default Rate from the date which is five (5) business days after delivery to Tenant of written notice from Landlord that Tenant has failed to pay Rent when due up to the date that the Rent is paid. The payment of such late charge or such interest shall not constitute waiver of, nor excuse or cure, any default under this Lease, nor prevent Landlord from exercising any other rights and remedies available to Landlord. Notwithstanding the foregoing, Tenant shall be responsible for preparing payment of all interest, late charges, and presenting other costs and fees imposed by third parties with respect 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 late payments of Utilities or other third party charges the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation responsibility 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 Tenant hereunder. E. Landlord covenants that, if such appropriation is due to Landlord’s organizational structure or jurisdiction, Tenant shall not in be required by applicable law to pay any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely withholding tax on any Rent payable hereunder or make any deduction on any payment of all Payments will be made when due hereunderRent. F. Landlord shall provide to Tenant a completed IRS Form W-9 (Request for Taxpayer Identification Number and Certification), 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 Commencement Date. Landlord shall promptly notify Tenant of each fiscal year of Sublessee during any changes to 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 aboveinformation set forth therein.

Rent. Sublessee (a) Subtenant 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 Monthly Base Rent 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 specified in the records maintained pursuant Basic Sublease Information to Section 19 Sublandlord for each month of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment DateTerm, which date shall be fifteen (15) days prior to without offset or deduction for the corresponding Master Lease Payment DateSublease Premises, 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 additionadvance, 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 on the first day of each fiscal year month of Sublessee during the Lease Sublease Term, Sublessee will provide Lessor with an Appropriation Certificate in lawful money of the United States. Monthly Base Rent shall commence and be adjusted on the Rent Commencement Dates specified in the Basic Sublease Information. Rent for any partial month shall be prorated on the basis of the number of days in such month. All Monthly Base Rent and all other charges payable by Subtenant under this Sublease shall be referred to herein as “Rent.” Notwithstanding the foregoing, (i) for the two-month period commencing June 15, 2005 and ending August 14, 2005, the Subtenant shall be obligated to pay only the Utilities and janitorial costs associated with the Sublease Premises and (ii) for the two-month period commencing August 15, 2005 and ending October 14, 2005, the Subtenant shall be obligated to pay only the Utilities, janitorial costs, the Estimated Operating Expenses and the Building Maintenance Expenses associated with the Sublease Premises. (b) In addition to Monthly Base Rent, and commencing on the date identified for that purpose in the form attached hereto Basic Sublease Information, on the first day of each month of the Sublease Term Subtenant shall pay as Exhibit G. Sublessee reasonably believes that legally available funds additional Rent Subtenant’s Share of the Master Premises Operating Expenses (as provided in an amount sufficient the Basic Sublease Information). As used in this Sublease, the term “Master Premises Operating Expenses” means all actual out-of-pocket costs payable by Sublandlord to make all Payments during Master Landlord under Sections 4.05, 7.01, 9.01 and 9.02 of the Master Lease Term of this Sublease and the Lease can fitness center fees charged by Master Landlord for the Building (except for the insurance deductibles as set forth in Section 7.01 of the Master Lease, which will be obtained. Sublessee currently intends part of the Master Premises Operating Expenses passed through to do all things lawfully within Subtenant only to the extent that, if Sublandlord is charged by Master Landlord for any insurance deductible as part of a casualty to the Building, then Sublandlord will treat that deductible expense as a capital expenditure to be amortized and charged to Subtenant at its power to obtain and maintain funds from which Percentage Share of the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all charge based on the various circumstances described aboveamortization schedule set forth in Section 6.05 of the Master Lease, with the useful life being the useful life of the repairs covered by the deductible).

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 (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 shall a. Subtenant covenants and agrees to pay to the order of SublessorSublandlord, as rent for the Equipment, a semiannual Rental Payment equal to the amount payable by Sublessor under the Leasein advance, on or before the dates Commencement Date and on the first day of each subsequent calendar month during the Term base rent (“Base Rent”) in the following amounts: Period Monthly Rent PSF Monthly Installment Months 1*-12 $10.45 $20,290.42 Months 13-Expiration $10.76 $20,892.33 [* including any initial partial month] b. All amounts as other than Base Rent that may be due Sublandlord under this Sublease shall be deemed “Additional Rent.” Subtenant covenants and agrees to pay Sublandlord all Additional Rent when due hereunder, without any setoff, abatement or deduction whatsoever. If no time period or due date is set forth in Exhibit D attached hereto (herein for any particular item of Additional Rent, 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 Additional Rent shall be due and payable on each Sublease Payment Date, which date shall be within fifteen (15) days prior after presentation of an invoice therefor. Additional Rent and Base Rent shall hereinafter be collectively referred to herein as “Rent.” c. In addition to Base Rent, Subtenant shall pay to Sublandlord together with each installation of Base Rent, fifty-one percent (51%) (“Subtenant’s Share”) of Sublandlord’s Pro Rata Share (as defined in the corresponding Master Lease Payment Date, in immediately available funds at the address specified Prime Lease) of (i) real estate taxes charged by Lessor. Sublessee's periodic obligation for Rental Payments Prime Landlord as set forth in Exhibit D attached hereto may Section 5 of the Prime Lease, (ii) common area maintenance and management costs charged by Prime Landlord as set forth in Section 7 of the Prime Lease, (iii) insurance for the Building charged by Prime Landlord as set forth in Section 9 of the Prime Lease, and (iv) all other amounts payable by Sublandlord under the Prime Lease other than (A) the Base Rent set forth therein, (B) amounts applicable to maintenance, repair, or replacement of only the Retained Premises, and (C) amounts due in connection with a breach or default by Sublandlord under the Prime Lease not caused by a breach or default of Subtenant hereunder. Subject to Section 11 hereof, Sublandlord shall be amended and shall remain responsible under the Prime Lease for all payments owed to Prime Landlord, except for any payments arising out of any act, request, violation, breach, or default of Subtenant, which shall be paid to Sublandlord, or, at Sublandlord’s election, to Prime Landlord, not less than five (5) business days before the date due to Prime Landlord. Sublandlord shall promptly deliver to Subtenant all statements, invoices and true-ups received from the Prime Landlord pursuant to Section 5 and Section 7 of the Prime Lease. d. Subtenant shall pay as Additional Rent Subtenant’s Share of all utilities consumed in the Premises within fifteen (15) days of Sublandlord’s presentation of the applicable utility company invoices therefor. e. If the Term does not begin on the first day or end on the last day of a calendar month, the monthly installment of Rent for that partial month shall be prorated by multiplying the Rent amount by a fraction, the numerator of which is the number of days of that calendar month included in the Term and the denominator of which is the total number of days in the calendar month in question. f. All Rent shall be paid to Sublandlord in lawful currency of the United States at Sublandlord’s address set forth in Section 9 or at such other place designated by Sublandlord from time to time as provided in the Leaseby written notice to Subtenant. Subtenant shall pay a late fee equal to five percent (5%) of any Rent not timely paid. In addition, all sums due and payable as Rent not paid within five (5) days following notice of nonpayment shall bear interest from the date originally due until paid at a rate per annum equal to the extent lesser of ten percent (10%) per annum and the maximum rate permitted by under applicable law, Sublessee . All interest accrued under this Subsection shall pay when due be deemed to Sublessor or to Lessor, as be Additional Rent. g. Concurrently 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 execution of this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under Subtenant shall deposit with Sublandlord the Lease or this Sublease (sum of $40,581.00 to secure 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 faithful performance 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 Subtenant of all Payments will be made when due hereunderof the terms, covenants, 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 conditions of this Sublease by Subtenant to be kept and performed during the Lease can Term hereof. Subtenant agrees if it shall fail beyond any applicable notice and cure period to pay any installment of Rent provided in this Sublease, or if Subtenant shall be obtainedin default or breach of any of the other terms, covenants, or conditions of this Sublease beyond any applicable notice and cure period and Sublandlord shall suffer any damages as a result thereof, then Sublandlord may, at its option (but shall not be required to) apply said deposit to any Rent or other sum due and unpaid by Subtenant to Sublandlord hereunder, to any damage suffered by Sublandlord as a result of such default or breach and to any reasonable attorneys’ fees incurred by Sublandlord in connection therewith. Sublessee currently intends Should any portion of the deposit be applied, then Subtenant shall forthwith remit to Sublandlord a sufficient amount in cash to restore said security deposit to its original amount, and Subtenant’s failure to do all things lawfully so within its power five(5) business days after demand shall constitute a breach of this Sublease. The unappropriated balance of said security deposit shall be returned to obtain and maintain funds Subtenant following the expiration of the Term or upon any earlier termination not resulting from which Subtenant’s default within thirty (30) days of such expiration or earlier termination. Under no circumstances shall the Payments may deposit be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described aboveused as or considered pre-paid rent.