Common use of Sublease Clause in Contracts

Sublease. TENANT may sublease a portion of the Leased Premises or TENANT's improvements on the Leased Premises and/or grant a license or licenses or concession or concessions within the Leased Premises without the consent of LANDLORD provided that: (i) Any subtenant, licensee or concessionaire does not occupy more than fifteen (15%) percent of the Leased Premises; (ii) Such use is permitted by PARAGRAPH NUMBERED 3 of this Lease; (iii) TENANT has executed a sublease agreement with subtenant which specifically provides for record keeping and reporting as set forth in the last PARAGRAPH NUMBERED 29(F) hereof. (iv) TENANT gives LANDLORD prior written notice of such subletting and/or concession or license, and a copy of those portions of the subletting or concession/licensing documents relevant to the immediately preceding Section (iii) and the name, address, and telephone number of the sublessee, licensee or concessionaire. TENANT shall not sublease all or any part of the unimproved property within the Leased Premises without first obtaining LANDLORD's consent. Any such sublease without LANDLORD's written consent shall be voidable and, at LANDLORD's election, shall constitute a default. LANDLORD shall have the right to approve or disapprove any such proposed sublease in LANDLORD's discretion. In the event of a sublease, the term of the sublease shall not extend beyond the term of this Lease and any and all subleases shall contain an attornment provision whereby the Sublessee shall recognize TENANT's successor in interest and a non-disturbance provision whereby TENANT's successor shall recognize the sublease so long as the Sublessee is not in default thereunder and shall otherwise be expressly made subject to all the terms and covenants and conditions of this Lease.

Sublease. TENANT may sublease a portion of Sublessor hereby subleases the Leased entire Premises or TENANT's improvements on to Subtenant upon the Leased Premises and/or grant a license or licenses or concession or concessions within the Leased Premises without the consent of LANDLORD provided that: (i) Any subtenant, licensee or concessionaire does not occupy more than fifteen (15%) percent of the Leased Premises; (ii) Such use is permitted by PARAGRAPH NUMBERED 3 of this Lease; (iii) TENANT has executed a sublease agreement with subtenant which specifically provides for record keeping terms and reporting as conditions set forth in the last PARAGRAPH NUMBERED 29(F) hereof. (iv) TENANT gives LANDLORD prior written notice of such subletting and/or concession or license, and a copy of those portions this Sublease Agreement. Possession of the subletting or concession/licensing documents relevant Premises shall be delivered to Subtenant in its “as is” condition by Sublessor. Notwithstanding anything to the immediately preceding Section (iii) and contrary contained in this Sublease Agreement or the nameMaster Lease, address, and telephone number of the sublessee, licensee or concessionaire. TENANT shall not sublease all or any part of the unimproved property within the Leased Premises without first obtaining LANDLORD's consent. Any such sublease without LANDLORD's written consent Subtenant shall be voidable and, required to surrender the Premises at LANDLORD's election, shall constitute a default. LANDLORD shall have the right to approve or disapprove any such proposed sublease in LANDLORD's discretion. In the event end of a sublease, the term of the sublease shall not extend beyond the term of this Lease Sublease Agreement in good condition and repair, in the condition in which it was delivered to Subtenant, reasonable wear and tear excepted; provided, however, Subtenant shall not have any and all subleases shall contain obligation to make any repairs to any portion of the Premises that was out of repair on the date the Premises will be delivered to Subtenant. As an attornment provision whereby the Sublessee shall recognize TENANT's successor in interest and a non-disturbance provision whereby TENANT's successor shall recognize the sublease so long as the Sublessee inducement to enter into this Sublease Agreement, provided Subtenant is not in default thereunder under this Sublease Agreement, Sublessor shall provide Subtenant with an “Improvement Allowance” in the total amount of Forty Thousand and 00/100 Dollars ($40,000.00) to be used towards the construction costs associated with Subtenant’s improvements in the Premises (“Subtenant’s Work”), which Subtenant’s Work shall be performed in accordance with plans and specifications mutually approved by Sublessor and Subtenant, and shall otherwise be expressly made subject to all the terms and covenants and conditions applicable alterations provisions of this Sublease Agreement and the Master Lease. The Improvement Allowance shall be paid directly to Subtenant within thirty (30) days after (a) Sublessor has received a detailed breakdown of the cost of the Subtenant’s Work, (b) Sublessor has received an affidavit from Subtenant’s contractor stating that all contractors, subcontractors, materialmen, suppliers, architects, engineers, and all other persons performing work or supplying materials and/or services in connection with Subtenant’s Work have been paid in full and have waived all liens and claims arising as a result of such work, (c) Sublessor has received notarized original final unconditional lien waivers for all contractors, subcontractors, materialmen, suppliers and all other persons performing work or supplying materials in connection with Subtenant’s Work, (d) if applicable, the presentation by Subtenant to Sublessor of a certificate of occupancy issued by the appropriate governmental authority indicating that Subtenant’s construction work was performed in accordance with local and state codes, which work must be completed in accordance with the plans approved by Sublessor, (e) Subtenant shall not be in arrears with regard to any rent or other charges which may be due or owing or otherwise in default of this Sublease Agreement or the AbSci Direct Lease, and (f) Subtenant shall have commenced paying Base Rent with respect to the Premises. Notwithstanding anything in the Sublease Agreement to the contrary, if the Sublease Agreement is terminated prior to the Expiration Date (as defined below), Subtenant shall pay to Sublessor a sum equal to the unamortized portion of the Improvement Allowance, calculated on a straight-line basis over the initial term of this Sublease Agreement and including an eight percent (8.00%) per annum interest rate. Any portion of the Improvement Allowance not applied for by Subtenant within nine (9) months of the Commencement Date shall accrue to the sole benefit of Sublessor, it being understood that Subtenant shall not be entitled to any credit, abatement or other concession in connection therewith.

Sublease. TENANT may The parties agree and acknowledge that, notwithstanding anything to the contrary set forth elsewhere in this Sublease: (a) Sublandlord is leasing the Premises to Subtenant pursuant to the Prime Lease with the Prime Landlord, and this Sublease is a sublease a portion and is subject to all of the Leased Premises or TENANT's improvements terms and provisions of the Prime Lease. (b) If the Prime Lease terminates for any reason, then this Sublease shall automatically terminate, provided that the foregoing shall not prevent a party hereto from exercising its rights and remedies set forth herein on account of a wrongful termination of the Leased Premises and/or grant a license or licenses or concession or concessions within Prime Lease caused by the Leased Premises without other party. (c) This Sublease shall be of no force and effect until such time as the consent of LANDLORD the Prime Landlord is obtained in writing. (d) Sublandlord will exercise reasonable diligence in enforcing the obligations of the Prime Landlord under the Prime Lease where the Prime Landlord’s failure to perform such obligations would have a material adverse effect on Subtenant’s use and occupancy of the Premises as provided that:herein; provided that Sublandlord shall not be responsible for any acts of omissions of, or other circumstances caused by, the Prime Landlord. (e) Sublandlord will not modify the Prime Lease in way that would have a material adverse effect on Subtenant’s use and occupancy of the Premises as provided herein. (f) Sublandlord will not allow the Prime Lease to terminate by reason of the Sublandlord’s acts or omissions that did not result from the acts or omissions of Subtenant in violation of this Sublease. (g) In the event any action of Subtenant under this Sublease shall require the Prime Landlord’s consent, permission or approval (whether pursuant to this Sublease or the Prime Lease) then, promptly following Sublandlord’s receipt of a written request by Subtenant for such consent, permission or approval, Sublandlord will forward the request to the Prime Landlord; provided that Sublandlord shall have no liability to Subtenant for Prime Landlord’s failure to give or for Prime Landlord’s delay in giving any such consent, permission or approval. (h) Sublandlord will promptly provide Subtenant with copies of all notices of default under the Prime Lease sent to or from the Sublandlord. (i) Any subtenantSubtenant shall not do, licensee suffer or concessionaire does not occupy more than fifteen (15%) percent permit any act or omission under this Sublease or with respect to the Premises that would result in a default or breach of the Leased Premises; (ii) Such use is permitted by PARAGRAPH NUMBERED 3 of this Sublandlord’s obligations under the Prime Lease; (iii) TENANT has executed a sublease agreement with subtenant which specifically provides for record keeping and reporting as set forth in the last PARAGRAPH NUMBERED 29(F) hereof. (ivj) TENANT gives LANDLORD prior written notice of such subletting and/or concession or license, and a copy of those portions of the subletting or concession/licensing documents relevant to the immediately preceding Section (iii) and the name, address, and telephone number of the sublessee, licensee or concessionaire. TENANT shall not sublease all or any part of the unimproved property within the Leased Premises without first obtaining LANDLORD's consent. Any such sublease without LANDLORD's written consent shall be voidable and, at LANDLORD's election, shall constitute a default. LANDLORD shall have the right to approve or disapprove any such proposed sublease in LANDLORD's discretion. In the event of a subleaseany conflict between the terms of this Sublease and the terms of the Prime Lease, the term terms of this Sublease shall control unless the same would result in a violation of the sublease shall not extend beyond the term of this Lease and any and all subleases shall contain an attornment provision whereby the Sublessee shall recognize TENANT's successor in interest and a non-disturbance provision whereby TENANT's successor shall recognize the sublease so long as the Sublessee is not in default thereunder and shall otherwise be expressly made subject to all the terms and covenants and conditions of this Prime Lease.

Sublease. TENANT may sublease a portion Section 5.3 of the Leased Premises or TENANT's improvements on the Leased Premises and/or grant a license or licenses or concession or concessions within the Leased Premises without the consent of LANDLORD provided thatLease is hereby amended and restated as follows: (a) Lessor acknowledges that pursuant to the terms of that certain Sublease Agreement dated as of June 26, 1996 (the “Sublease”), Lessee subleased that certain part of the premises shown in cross-hatched on Exhibit “B” thereto (the “Subparcel”) to Sargasso Corporation, an affiliate of Wimar Tahoe Corporation (the “Subtenant”). Lessee represents and warrants to Lessor that said Sublease is in full force and effect and has not been amended, and that the Sublease shall not be amended without the prior, written consent of Lessor. Lessor’s consent shall not be unreasonably withheld provided that such proposed amendment does not (i) Any subtenant, licensee or concessionaire does not occupy more than fifteen (15%) percent materially reduce the value of the Leased overall Premises; , (ii) Such use adversely affect Lessor’s right to terminate as provided for in (c) below, (iii) adversely affect or diminish any other rights of Lessor under the Lease, or (iv) adversely affect or diminish Lessee’s obligations to Lessor under the Lease. (b) Lessee shall have the right (with the prior, written consent of Lessor) to sublease up to two and one-half acres (including the Subparcel) to Wimar Tahoe Corporation or any affiliate of Wimar Tahoe Corporation on such terms and conditions as Lessee determines are acceptable in its reasonable business judgment but only for the purpose of developing, constructing and operating an additional or expanding or modifying an existing motel, hotel, restaurant, bar, business office, entertainment facilities for the performing arts, or other related facilities on the additional subparcel; provided, however, the additional subparcel will not be utilized in any way for gaming purposes or operations, except that which is permitted operated at the Premises by PARAGRAPH NUMBERED 3 the Lessee (or the Lessor and his assigns if this Lease is terminated). Any motel or hotel shall be constructed and maintained as a quality facility similar to hotels and motels operated under nationally-known franchises which charge the same rates as subtenant. Any restaurant or bar shall be constructed and maintained as a quality facility. Subtenant shall agree to keep all facilities in good condition and repair, excepting ordinary wear and tear, and such covenant shall be enforceable by Lessor. Subtenant and Lessee shall share parking availability on the Premises as agreed in the additional sublease. (c) In the event that this Lease is terminated for any reason, Lessee agrees that the Sublease (and any renewal or extension thereof) and any additional sublease entered into by Lessee pursuant to 5.3(b) above shall be terminated simultaneously with the termination of this Lease; (iii) TENANT has executed a sublease agreement with subtenant which specifically provides for record keeping . Lessee and reporting as set forth Subtenant agree that they shall execute an amendment to the Sublease substantially in the last PARAGRAPH NUMBERED 29(Fform attached as Exhibit “A” hereto, the terms of which are incorporated herein by reference, simultaneously with the execution of this Second Amendment. Moreover, in the event Lessee shall enter into an additional sublease as provided for in 5.3(b) hereofabove, Lessee agrees that such additional sublease shall include a provision that it shall be terminated simultaneously with the termination of this Lease. (ivd) TENANT gives LANDLORD prior written notice of such subletting and/or concession or license, Subtenant and a copy of those portions of the subletting or concession/licensing documents relevant to the immediately preceding Section any additional subtenant (iiias provided for in 5.3(b) and the name, address, and telephone number of the sublessee, licensee or concessionaire. TENANT shall not sublease all or any part of the unimproved property within the Leased Premises without first obtaining LANDLORD's consent. Any such sublease without LANDLORD's written consent shall be voidable and, at LANDLORD's election, shall constitute a default. LANDLORD above) shall have the right to approve grant a mortgage on or disapprove any assign under a deed of trust all of such proposed subtenant’s sublease interest in LANDLORD's discretion. In the event of a sublease, the term of the sublease shall not extend beyond the term of this Lease and any and all subleases shall contain an attornment provision whereby the Sublessee shall recognize TENANT's successor in interest and a non-disturbance provision whereby TENANT's successor shall recognize the sublease so long as the Sublessee is not in default thereunder and shall otherwise be expressly made subject to all such subparcel upon the terms and covenants and conditions set forth in Section 12 of this Lease.

Sublease. TENANT may sublease a portion of the Leased Premises or TENANT's improvements on the Leased Premises and/or grant a license or licenses or concession or concessions within the Leased Premises without the consent of LANDLORD provided that: (i) Any subtenant, licensee or concessionaire does not occupy more than fifteen (15%) percent of the Leased Premises; (ii) Such use is permitted by PARAGRAPH NUMBERED 3 of this Lease; (iii) TENANT has executed a sublease agreement with subtenant which specifically provides for record keeping and reporting as set forth in the last PARAGRAPH NUMBERED 29(F) hereof. (iv) TENANT gives LANDLORD prior written notice of such subletting and/or concession or license, and a copy of those portions of the subletting or concession/licensing documents relevant Subject to the immediately preceding Section (iii) and the name, address, and telephone number of the sublessee, licensee or concessionaire. TENANT shall not sublease all or any part of the unimproved property within the Leased Premises without first obtaining LANDLORD's consent. Any such sublease without LANDLORD's written consent shall be voidable and, at LANDLORD's election, shall constitute a default. LANDLORD shall have the right to approve or disapprove any such proposed sublease in LANDLORD's discretion. In the event of a sublease, the term of the sublease shall not extend beyond the term of this Lease and any and all subleases shall contain an attornment provision whereby the Sublessee shall recognize TENANT's successor in interest and a non-disturbance provision whereby TENANT's successor shall recognize the sublease so long as the Sublessee is not in default thereunder and shall otherwise be expressly made subject to all the terms and covenants and conditions of this Sublease and the Master Lease, Sublandlord hereby leases to Subtenant and Subtenant leases from Sublandlord the Sublease Premises together with all rights appurtenant thereto, including the non-exclusive right to use the Common Areas of the Building as provided for under the Master Lease. Subtenant acknowledges and agrees that Subtenant shall have no right to, and shall not, use or occupy any portions of the Premises other than the Sublease Premises except as set forth herein. Sublandlord and Subtenant each agree and acknowledge that (a) it is their intent that, except as may be specifically excluded under this Sublease, Subtenant shall keep and observe all of the obligations and covenants under the Master Lease applicable to Sublandlord as such obligations and covenants apply to the Sublease Premises during the Sublease Term, and (b) unless specifically set forth herein, Sublandlord shall have no obligation or liability to perform any of the obligations or liabilities of Master Landlord under the Master Lease as the lessor of the Sublease Premises and Master Landlord shall be solely responsible for providing all services and performing all duties and obligations of the Master Landlord under the Master Lease with respect to the Sublease Premises; provided that Sublandlord will use commercially reasonable efforts, at the sole cost and expense of Subtenant, to cooperate with Subtenant in enforcing the terms of the Master Lease. Sublandlord shall not voluntarily surrender or terminate the Master Lease with respect to the Sublease Premises (as the same exists from time to time), and will not terminate the Master Lease with respect to the Offer Space (as defined below) without first offering such space to Subtenant pursuant to Section 24 below. Upon receipt of any notice from Master Landlord relating to the Sublease Premises, Sublandlord shall promptly deliver a copy of such notice to Subtenant in accordance with the terms and conditions of Section 25(a) below.

Sublease. TENANT Without the prior written consent of Lessor, Lessee may sublease any Unit to any wholly-owned Subsidiary of Lessee (including without limitation downstream Subsidiaries) or to Piedmont Coca-Cola Bottling Partnership; provided, (a) no Lease Default or Lease Event of Default has occurred and be continuing at such time and (b) such sublease is a portion of the Leased Premises or TENANT's improvements on the Leased Premises and/or grant a license or licenses or concession or concessions within the Leased Premises without the consent of LANDLORD provided that: (i) Any subtenant, licensee or concessionaire does not occupy more than fifteen (15%) percent of the Leased Premises; (ii) Such use is permitted by PARAGRAPH NUMBERED 3 of this Lease; (iii) TENANT has executed a sublease agreement with subtenant which specifically provides for record keeping and reporting Permitted Sublease. Except as otherwise expressly set forth in the last PARAGRAPH NUMBERED 29(F) hereof. (iv) TENANT gives LANDLORD immediately preceding sentence, Lessee will not, without the prior written notice consent of Lessor (which shall be given or withheld in Lessor's reasonable discretion), assign, sublease (provided, unless expressly stated otherwise by Lessor at such subletting and/or concession time, each such sublease must be a Permitted Sublease) or licenseotherwise transfer its rights or obligations with respect to this Lease, and a copy of those portions any other Operative Agreement or any of the subletting Equipment and any attempted assignment, sublease or concession/licensing documents relevant to other transfer by Lessee without such Lessor consent shall be null and void. Any sublease referenced in this Lease shall only be deemed a "Permitted Sublease" if at the immediately preceding time Lessee enters into such sublease, all of the following conditions shall have been satisfied: (a) no such sublease by Lessee will (i) adversely affect the insurance coverage provided under Section 12, (ii) reduce any of the obligations of Lessee hereunder or under any Operative Agreement or (iii) adversely affect the rights of Lessor hereunder, (b) all obligations of Lessee hereunder shall be and remain primary and shall continue in full force and effect as the obligations of a principal and not of a guarantor or surety, (c) each such sublease, and the namerights and interests of any sublessee thereunder shall in all events be expressly subject and subordinate to this Lease, addressthe rights and interests of Lessor, the Holders, the Lenders, the Bank Lenders and telephone number of the sublesseeAgent (in each case under the Operative Agreements), licensee or concessionaire. TENANT (d) such sublease shall not sublease all include any term or provision which would require or permit the sublessee thereunder to take any part of actions inconsistent with this Lease or the unimproved property within the Leased Premises without first obtaining LANDLORD's consent. Any such sublease without LANDLORD's written consent shall be voidable andother Operative Agreements, at LANDLORD's election, shall constitute a default. LANDLORD shall have the right to approve or disapprove any such proposed sublease in LANDLORD's discretion. In the event of a sublease, (e) the term of the any such sublease shall not extend beyond in no event exceed the term then remaining portion of this the Term and (f) no Lease Default or Lease Event of Default shall have occurred and be continuing. Lessee hereby grants a Lien to Lessor respecting all right, title and interest of Lessee, now or hereafter arising, in the above-referenced subleases and in connection therewith if Lessor hereafter requests, Lessee will take all actions necessary to perfect and maintain a first priority Lien in favor of Lessor respecting such subleases. Lessee shall make, or cause to be made, in a timely fashion all reasonable filings with respect to any and all subleases shall contain an attornment provision whereby such Permitted Sublease necessary to protect the Sublessee shall recognize TENANT's successor rights of Lessor in interest and a non-disturbance provision whereby TENANT's successor shall recognize the sublease so long as the Sublessee is not in default thereunder and shall otherwise be expressly made Unit subject to all the terms and covenants and conditions of this Leasesuch Permitted Sublease.

Sublease. TENANT may sublease a portion 18.1 Except as otherwise stipulated herein, without the prior written consent of the Leased Premises Lessor, the Lessee shall not sublease the Property or TENANT's improvements on its any part to any third party or authorize it to use, nor dispose any or all rights and benefits hereunder, otherwise, the Leased Premises and/or grant a license sublease or licenses disposal shall be void and invalid. Notwithstanding the above provisions, the Lessee can sublease to any entity controlling it or concession it controls or concessions within under common control with it (hereinafter referred to as the Leased Premises without “Lessee’s Affiliate”) or authorize it to use, upon prior notice to the consent Lessor, and it shall ensure that such Affiliate comply with any and all provisions hereunder, and the Lessee shall assume the joint and several guarantee for the obligation and liability of LANDLORD provided that: (i) Any subtenantsuch Affiliate. Where the lessee intends to sublease the Property, licensee or concessionaire does not occupy more than fifteen (15%) percent of it shall submit the Leased Premises; (ii) Such use is permitted by PARAGRAPH NUMBERED 3 of this Lease; (iii) TENANT has executed a sublease agreement with subtenant which specifically provides written application to the Lessor for record keeping and reporting as set forth in the last PARAGRAPH NUMBERED 29(F) hereofsuch sublease. 18.2 Whether the Lessor has approved such sublease or not, the Lessee and the guarantor (ivif any) TENANT gives LANDLORD shall still assume all their liabilities and obligations hereunder. Where the Lessee sublease the Property upon the prior written notice of such subletting and/or concession or licensethe Lessor, the Lessee shall request and a copy of those portions of ensure the subletting or concession/licensing documents relevant subleasee to perform the immediately preceding Section liabilities and obligations as same as the Lessee’s obligations hereunder (iii) except the rental and the nameproperty & Facility Management Fees, addressbut, regardless the agreement between the Lessee and telephone number of the subleasee such fees, the Lessee shall ensure that the fund received by the Lessor is no less than the amount stipulated hereunder). 18.3 Where the Property is subleased or the Lessee’s rights and interests hereunder is pledged, mortgaged or collateralized, or the Property is wholly or partly occupied by any third person other than the Lessee, the Lessor could request the sublessee, licensee or concessionaire. TENANT shall not sublease all the pledgee, the mortgagee or any part of other party who occupies the unimproved property within Property to directly perform such obligations, in the Leased Premises without first obtaining LANDLORD's consentcase that the Lessee has any default hereunder. Any such sublease without LANDLORD's written consent shall be voidable and, at LANDLORD's election, shall constitute a default. LANDLORD The Lessor shall have the right to approve or disapprove any such proposed sublease in LANDLORD's discretion. In directly issue the event of a subleaseinvoice to the sublessee, the term pledgee, the mortgagee or any other party who occupies the Property. Where the Lessee has received such rental and Property & facility management fees before it performs its relevant payment obligation hereunder, the Lessee shall hold such rental on behalf for the benefits of the sublease Lessor, and promptly transfer to the Lessor. However, the Lessor’s request on direct performance of obligation by the sublessee, the pledgee, the mortgagee or any other party who occupies the Property, or collection of the rental and Property & Facility Management Fees, issuance of the invoice or the use of the rental and Property & facility management fees shall not extend beyond be deemed as the term Lessor’s consent on the Lessee’s assignment of this Lease and any and all subleases shall contain an attornment provision whereby the Sublessee shall recognize TENANT's successor in interest and a non-disturbance provision whereby TENANT's successor shall recognize the sublease so long as the Sublessee is not in default thereunder and shall otherwise be expressly made subject to all the terms and covenants and conditions Contract, or waive on such clauses or rights, or release of this LeaseLessee’s further performance of its promises, duties or obligations hereunder.

Sublease. TENANT may (a) Sublessor and Sublessee acknowledge that this Lease is in fact a sublease a portion of Sublessor's leasehold interest under the Master Lease. Sublessee acknowledges that it has reviewed and it accepts the terms and provisions of the Leased Premises or TENANT's improvements Master Lease and hereby agrees that, in addition to all other covenants and obligations on the Leased Premises and/or grant part of Sublessee under this Lease, Sublessee shall not engage in any act or omission that constitutes or causes a license default under the Master Lease or licenses that would, with the passage of time or concession the giving of notice or concessions within both, constitute or cause a default under the Leased Premises without Master Lease. Without limiting the generality of the foregoing, Sublessee acknowledges that in all instances where the consent of LANDLORD provided that: (i) Any subtenant, licensee or concessionaire does not occupy more than fifteen (15%) percent approval of the Leased Premises; (ii) Such use Landlord under the Master Lease is permitted required before any particular action or activity may take place, then Sublessee may not engage in any such action or activity or cause same to occur without having received prior notice from Sublessor that the required consent or approval of Landlord has been obtained. Further without limiting the generality of the foregoing, Sublessee agrees that it will not object to or attempt to prevent or hinder the exercise by PARAGRAPH NUMBERED 3 Landlord or any rights or privileges afforded to Landlord under the Master Lease, notwithstanding the fact that the exercise of this Lease; (iii) TENANT has executed a sublease agreement with subtenant which specifically provides for record keeping and reporting as set forth such rights or privileges may be directed toward or have application to Sublessee in lieu of or in the last PARAGRAPH NUMBERED 29(F) hereofplace of Sublessor as tenant under the Master Lease. (ivb) TENANT gives LANDLORD prior written notice The Lease and all the rights of such subletting and/or concession parties hereunder are subject and subordinate to the Master Lease. Each party agrees that it will not, by its act or licenseomission to act, cause a default under the Master Lease. (c) Except as otherwise expressly provided herein, Sublessee shall perform all affirmative covenants and a copy of those portions shall refrain from performing any act which is prohibited by the negative covenants of the subletting Master Lease, where the obligation to perform or concession/licensing documents relevant refrain from performing is by its nature imposed upon the party in possession of the Premises or with rights to the immediately preceding Section (iii) and the name, address, and telephone number of the sublessee, licensee or concessionaireparking spaces. TENANT shall not sublease all or any part of the unimproved property within the Leased Premises without first obtaining LANDLORD's consent. Any such sublease without LANDLORD's written consent shall be voidable and, at LANDLORD's election, shall constitute a default. LANDLORD Sublessor shall have the right to approve or disapprove enter the Premises to cure any such proposed sublease in LANDLORD's discretion. In default by Sublessee under this Section. (d) Notwithstanding any provision to the event of a subleasecontrary, the term of the sublease shall not extend beyond the term of this Lease and any and all subleases shall contain an attornment provision whereby terminate on the Sublessee shall recognize TENANT's successor in interest and a non-disturbance provision whereby TENANT's successor shall recognize date the sublease so long as the Sublessee is not in default thereunder and shall otherwise be expressly made subject to all the terms and covenants and conditions Master Lease terminates regardless of this Lease.cause

Sublease. TENANT may sublease a portion of A. Landlord hereby subleases the Leased Premises or TENANT's improvements to Tenant and Tenant hereby subleases the Premises from Landlord, on the Leased terms and conditions contained in this Sublease. If approved by the Prime Landlord, the Premises and/or grant a license or licenses or concession or concessions within will be designated as Suite 650. Landlord shall deliver the Leased Premises without to Tenant on the consent of LANDLORD provided that: Commencement Date (ias herein defined) Any subtenant, licensee or concessionaire does not occupy more than fifteen in “as is” condition (15%) percent of the Leased Premises; (ii) Such use is permitted by PARAGRAPH NUMBERED 3 of this Lease; (iii) TENANT has executed a sublease agreement with subtenant which specifically provides for record keeping and reporting except as otherwise set forth in this Sublease) subject to the last PARAGRAPH NUMBERED 29(F) hereofPrime Lease and free of all other tenants and occupants. (iv) TENANT gives LANDLORD prior written notice of such subletting and/or concession or license, and a copy of those portions of the subletting or concession/licensing documents relevant B. Subject to the immediately preceding Section (iii) and the name, address, and telephone number of the sublessee, licensee or concessionaire. TENANT shall not sublease all or any part of the unimproved property within the Leased Premises without first obtaining LANDLORD's consent. Any such sublease without LANDLORD's written consent shall be voidable and, at LANDLORD's election, shall constitute a default. LANDLORD shall have the right to approve or disapprove any such proposed sublease in LANDLORD's discretion. In the event of a sublease, the term of the sublease shall not extend beyond the term of this Lease and any and all subleases shall contain an attornment provision whereby the Sublessee shall recognize TENANT's successor in interest and a non-disturbance provision whereby TENANT's successor shall recognize the sublease so long as the Sublessee is not in default thereunder and shall otherwise be expressly made subject to all the terms and covenants and conditions of this LeaseSublease, Landlord shall deliver the Premises to Tenant prior to the Commencement Date promptly upon obtaining the consent of the Prime Landlord to this Sublease and Tenant’s delivery of all required insurance information (which date of Landlord’s delivery to Tenant of the Premises may be referred to as the “Early Access Date”) for the purpose of allowing Tenant to make certain improvements to the Premises and otherwise readying the Premises for the conduct of its business as described in Section II.C below. Subject to Section XXIX below, if the Prime Landlord does not grant its consent to this Sublease and the Tenant’s improvements within thirty (30) days after the date of this Sublease, the Commencement Date will be extended on a day for day basis for every day after such thirtieth (30th) day until Prime Landlord’s consent is granted. Tenant will not make any improvements or otherwise alter the Premises until the consent of Prime Landlord to such alterations has been obtained. Except as expressly set forth in this Sublease, Landlord shall not be obligated to provide or pay for any improvement work or services related to improvement of the Premises. Tenant shall be responsible for and pay for all improvements to the Premises related to its occupancy thereof, including, without limitation, the installing of trade fixtures, data, and telecommunications wiring and equipment, and other business equipment and security systems. Tenant represents that it has inspected the Premises and the Building and has found the same in satisfactory condition as of the date hereof (insofar as the observable condition of the Premises and the Building is concerned). Tenant acknowledges that neither the Building nor the Premises has undergone inspection by a Certified Access Specialist (CASp). Landlord makes no representations or warranties with respect to the condition of the Premises or the Building or the Project other than Landlord has not received written notice of any noncompliance with applicable laws and codes affecting the Premises or the Building, and Tenant is not relying on any representations or warranties of Landlord or Landlord’s agents or employees with respect to the condition thereof or compliance with applicable laws and codes other than as expressly set forth herein. Neither Landlord nor Tenant shall have any right to re-measure the Premises; instead, each stipulates to the rentable square footage of the Premises as stated in Recital B above.

Sublease. TENANT may 15.1 The Tenant shall not have the right to sell, assign, transfer, mortgage or pledge the Premises without the Landlord's prior written consent, which consent shall not be unreasonably withheld or delayed. In the event the Tenant proposes to sublease or sublet the Premises or any portion thereof, Tenant shall give to Landlord its written notice, which notice shall set forth (i) the identity, business and financial condition of the proposed sub-tenant, (ii) the terms and conditions of the proposed sublease, and (iii) and any other relevant information reasonably requested by Landlord. Unless Landlord shall expressly agree in writing to the contrary, no assignment or sublease shall modify or limit any right or power of Landlord hereunder or affect or reduce any obligation of Tenant hereunder. In the event that the proposed sublease is of a portion of the Leased Premises, and Landlord consents to the sublease, the rent in this lease shall be prorated between the portion proposed to be subleased and the balance of the Premises on a square foot basis. Tenant shall pay any costs associated with or TENANTresulting from any proposed sublease of the Premises. Landlord and Tenant hereby agree that the requirement that Tenant obtain Landlord's improvements on consent prior to mortgaging the Leased Premises and/or grant a license does not limit Tenant's right to, or licenses or concession or concessions within the Leased Premises without require Tenant to obtain the consent of LANDLORD provided that: (i) Any subtenant, licensee or concessionaire does not occupy more than fifteen (15%) percent of the Leased Premises; (ii) Such use is permitted by PARAGRAPH NUMBERED 3 of this Lease; (iii) TENANT has executed a sublease agreement with subtenant which specifically provides for record keeping and reporting as set forth Landlord in the last PARAGRAPH NUMBERED 29(F) hereofevent /Tenant elects to finance Tenant's personal property, equipment, trade fixtures, accounts receivable or other property. 15.2 Tenant shall pay all of Landlord's reasonable cost and expenses (ivincluding attorneys' fees) TENANT gives LANDLORD prior written notice in connection with Landlord's review of such subletting and/or concession or license, and a copy of those portions of the any proposed subletting or concession/licensing documents relevant to the immediately preceding Section (iii) and the name, address, and telephone number of the sublessee, licensee or concessionaire. TENANT shall not sublease all or any part of the unimproved property within the Leased Premises without first obtaining LANDLORD's consent. Any such sublease without LANDLORD's written consent shall be voidable and, at LANDLORD's election, shall constitute a default. LANDLORD shall have the right to approve or disapprove any such proposed sublease in LANDLORD's discretion. In the event of a sublease, the term of the sublease shall not extend beyond the term of this Lease and any and all subleases shall contain an attornment provision whereby the Sublessee shall recognize TENANT's successor in interest and a non-disturbance provision whereby TENANT's successor shall recognize the sublease so long as the Sublessee is not in default thereunder and shall otherwise be expressly made subject to all the terms and covenants and conditions of this Leaseassignment.

Sublease. TENANT may sublease a portion Subject to all of the Leased Premises or TENANT's improvements on the Leased Premises and/or grant a license or licenses or concession or concessions within the Leased Premises without the consent of LANDLORD provided that: (i) Any subtenant, licensee or concessionaire does not occupy more than fifteen (15%) percent provisions of the Leased Lease and this Sublease, Sublandlord subleases to Subtenant and Subtenant subleases from Sublandlord the Subleased Premises for the Sublease Term. Except as expressly limited by this Sublease, as between the Parties, Subtenant shall be responsible for, Subtenant assumes, and Subtenant shall timely pay and perform, all of Sublandlord’s obligations of payment and performance under the Lease on and after the Sublease Commencement Date with respect to the Subleased Premises; (ii) Such use is permitted by PARAGRAPH NUMBERED 3 of this Lease; (iii) TENANT has executed a sublease agreement with subtenant which specifically provides for record keeping and reporting , provided that except as set forth in the last PARAGRAPH NUMBERED 29(FSublease Consent Agreement (as defined below), Subtenant shall not be required to pay to Sublandlord the rentals or other amounts required to be paid under the Lease, it being understood that Subtenant shall pay to Sublandlord the Sublease Basic Monthly Rent, the Subtenant’s Share of Operating Expenses and all other amounts when due under this Sublease (including, without limitation, those amounts due under Paragraphs 8.2, 8.3 and 9.1(a) hereof. (iv) TENANT gives LANDLORD of the Lease). As between the Parties, Sublandlord shall be responsible for and shall assume and perform all of Landlord’s obligations under the Lease to the extent that they are not performed by Landlord. Except as expressly limited by this Sublease, with respect to the Subleased Premises, Subtenant expressly agrees to be bound by the provisions of the Lease vis-a-vis Sublandlord to the full extent that Sublandlord is obligated to Landlord. To the extent of any inconsistencies between this Sublease and the Lease, this Sublease shall control as between the Parties, but not as between Sublandlord and Landlord, as to which the Lease shall control. Notwithstanding anything to the contrary set forth in this Sublease, Subtenant shall not be responsible for any additional obligations created by an amendment to the Lease executed after the date of this Sublease without Subtenant’s prior written notice of such subletting and/or concession or license, and a copy of those portions of the subletting or concession/licensing documents relevant to the immediately preceding Section (iii) and the name, address, and telephone number of the sublessee, licensee or concessionaire. TENANT shall not sublease all or any part of the unimproved property within the Leased Premises without first obtaining LANDLORD's consent. Any such sublease without LANDLORD's written consent shall be voidable and, at LANDLORD's election, shall constitute a default. LANDLORD shall have the right to approve or disapprove any such proposed sublease in LANDLORD's discretion. In the event of a sublease, the term of the sublease shall not extend beyond the term of this Lease and any and all subleases shall contain an attornment provision whereby the Sublessee shall recognize TENANT's successor in interest and a non-disturbance provision whereby TENANT's successor shall recognize the sublease so long as the Sublessee is not in default thereunder and shall otherwise be expressly made subject to all the terms and covenants and conditions of this Lease.

Sublease. TENANT Except for the Permitted Subleases, Tenant may sublease a not sublease, license or grant concession rights as to (for convenience in this Article 26, “sublease”) any portion of the Leased Premises or TENANT's improvements on the Leased Premises and/or grant a license or licenses or concession or concessions within the Leased Premises without the Port’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be given if the proposed subtenant is financially capable of performing the obligations of the Tenant under this Agreement for the portion of the Premises or portion of the Term being subleased. Tenant shall at the time the Tenant requests the consent of LANDLORD provided that:the Port, deliver to the Port such information in writing as the Port may reasonably require respecting the proposed subtenant, including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed subtenant and the proposed documentation for the sublease. In determining whether to grant such a consent to a sublease, the Port may consider all factors which the Port reasonably determines in good faith are relevant to its decision. Within twenty (20) days after receipt of all required information, the Port shall, in its sole discretion, elect one of the following: (a) to consent to such proposed sublease or (b) to refuse such consent. Any such sublease shall be subject to all of the covenants, conditions, agreements and terms of this Agreement. Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, the foregoing provisions of this Section 26.1), Tenant may, without the Port’s prior written consent, sublease all or any portion of the Premises but only if such subleases constitute Permitted Subleases as defined in Section 1.45. In connection with the Port’s review of any proposed sublease, Tenant shall reimburse the Port up to five thousand dollars ($5,000) in actual out of pocket expenses incurred by the Port related to the Port’s review. 26.1.1 No sublease by Tenant shall relieve Tenant of any obligation under this Agreement, including Tenant’s obligation to pay Base Rent, fees or Additional Rent hereunder. Any purported sublease that is not (ia) a Permitted Sublease (as that term is defined in Section 1.44); or (b) a sublease for which Tenant has obtained the Port’s consent, shall be void, but all Permitted Subleases shall be valid and effective without the need to obtain any consent or approval of the Port. Any sublease shall specifically be subject and subordinate at all times to this Agreement, and to all of its covenants, agreements, terms, provisions, and conditions. 26.1.2 Tenant agrees that any sublease will contain a provision in substance that if there is any termination whatsoever of this Agreement then the subtenant, licensee or concessionaire, at the request of the Port, will attorn to the Port and the subtenant, licensee or concessionaire, if the Port so requests, shall continue in effect with the Port. Nothing herein shall be deemed to require the Port to accept such attornment. 26.1.3 Tenant further agrees that any sublease will contain a provision in substance requiring each and every subtenant, licensee or concessionaire does not occupy more than fifteen (15%) percent to maintain commercial liability insurance protecting against claims for bodily injury including death, personal injury and property damage in such amounts, and on such forms, as is commercially reasonable in light of the Leased Premises; (ii) Such use is permitted by PARAGRAPH NUMBERED 3 of this Lease; (iii) TENANT has executed a sublease agreement with subtenant which specifically provides for record keeping then-existing insurance and reporting real estate markets, endorsed to name both Tenant and the Port Parties as set forth in the last PARAGRAPH NUMBERED 29(F) hereofadditional insureds.loss payees. (iv) TENANT gives LANDLORD prior written notice of such subletting and/or concession or license26.1.4 Tenant agrees that the Port is not, and a copy will not be, responsible for the payment of those portions any brokerage commissions, or finder’s fees or similar charges of the subletting or concession/licensing documents relevant to the immediately preceding Section (iii) and the name, addressany nature in connection with any sublease, and telephone number of ▇▇▇▇▇▇ agrees to indemnify and hold the sublesseePort harmless from and against any claims liability, losses or expenses, including reasonable attorneys’ fees, incurred by the Port in connection with any claims for a commission by any broker or agent in connection with any sublease (including any direct relationship with any subtenant, licensee or concessionaire. TENANT shall not sublease all or concessionaire that may result by way of attornment). 26.1.5 Subject to the terms of a Leasehold Mortgage, in the event that any part portion of the unimproved property within the Leased Premises without first obtaining LANDLORD's consent. Any such sublease without LANDLORD's written consent shall be voidable and, at LANDLORD's election, shall constitute a default. LANDLORD shall have the right to approve is sublet or disapprove any such proposed sublease in LANDLORD's discretion. In the event of a subleaseoccupied by anyone other than Tenant, the term Port may, upon an Event of Default of Tenant, collect rent from the sublease shall not extend beyond subtenant, licensee, concessionaire or occupant and apply the term amount collected to the Rent reserved under the terms of this Lease and any and all subleases shall contain an attornment provision whereby the Sublessee shall recognize TENANT's successor in interest and a non-disturbance provision whereby TENANT's successor shall recognize the sublease so long as the Sublessee is not in default thereunder and shall otherwise be expressly made subject to all the terms and covenants and conditions of Agreement, but without thereby affecting Tenant’s liability under this LeaseAgreement.

Sublease. TENANT may sublease a Prior to subleasing any portion of the Leased Premises Property, Tenant must enter into a sublease license agreement with MAC. Tenant shall be responsible for all activities of any Subtenant(s), and shall assure that any and all sublease(s) are made subject and subordinate to this Lease. No sublease shall extend beyond the Term of this Lease. Every Subtenant is subject to all of the terms and conditions of this Lease, including the provisions of this Lease which permit MAC to terminate this Lease (which would result in a termination of the sublease) if Tenant defaults in its performance of one or TENANT's improvements on more of Tenant’s obligations under this Lease (whether or not the Leased Premises and/or grant a license or licenses or concession or concessions within Subtenant is in default under the Leased Premises without terms of the consent of LANDLORD provided that: sublease). Tenant must include in any sublease (i) Any subtenanta provision whereby the Subtenant agrees, licensee or concessionaire does not occupy more than fifteen (15%) percent for the benefit of MAC, to indemnify MAC in a manner consistent with the Leased Premises; indemnification provisions set forth in Section 13.3 [Indemnification] of this Lease; (ii) Such use is permitted by PARAGRAPH NUMBERED 3 a provision whereby the Subtenant agrees to maintain, in the Subtenant’s own name, insurance as described in Section 13 [Insurance and Indemnification] of this Lease; , as applicable; (iii) TENANT has executed a provision making the sublease agreement subject and subordinate to this Lease; (iv) any provisions necessary to ensure that Tenant can comply fully with subtenant which specifically provides for record keeping this Lease; and reporting as (v) all of the language set forth in the last PARAGRAPH NUMBERED 29(Fattached Exhibit C, which includes provisions on Environmental Responsibilities and Non- Discrimination [FAA requires that this provision in (v) hereof. (iv) TENANT gives LANDLORD prior written notice be included in this Lease]; provided, however, that to the extent there are conflicts between any of such subletting and/or concession or licensethe provisions of Exhibit C and this Lease, and then the provision so included in the sublease shall conform to this Lease. Tenant shall provide a copy of those portions any sublease to MAC, upon request by ▇▇▇. Any Subtenant occupying the Leased Property may only use the Leased Property for storage of aircraft and for maintenance performed by the subletting or concession/licensing documents relevant to Subtenant on the immediately preceding Section Subtenant’s own aircraft. If Tenant has a Subtenant, Tenant shall (iiii) and provide MAC in writing with the following information upon request by MAC Staff: the name, mailing address, airport address and telephone number of the sublesseeSubtenant; and the aircraft make, licensee or concessionaire. TENANT shall not sublease all or any part model and registration number of the unimproved property within each aircraft stored on the Leased Premises without first obtaining LANDLORD's consent. Any such Property pursuant to the sublease; and (ii) pay a sublease without LANDLORD's written consent shall be voidable andfee, at LANDLORD's election, shall constitute a default. LANDLORD shall have the right according to approve or disapprove any such proposed sublease in LANDLORD's discretion. In the event of a sublease, the term of the sublease shall not extend beyond the term of this Lease and any and all subleases shall contain an attornment provision whereby the Sublessee shall recognize TENANT's successor in interest and a non-disturbance provision whereby TENANT's successor shall recognize the sublease so long as the Sublessee is not in default thereunder and shall otherwise be expressly made subject to all the terms and covenants and conditions of this Leaseset forth in Ordinance 107.

Sublease. TENANT may (a) Sublessor and Sublessee acknowledge that this Lease is in fact a sublease a portion of Sublessor’s leasehold interest under the Master Lease. Sublessee acknowledges that it has reviewed and it accepts the terms and provisions of the Leased Premises or TENANT's improvements Master Lease and hereby agrees that, in addition to all other covenants and obligations on the Leased Premises and/or grant part of Sublessee under this Lease, Sublessee shall not engage in any act or omission that constitutes or causes a license default under the Master Lease or licenses that would, with the passage of time or concession the giving of notice or concessions within both, constitute or cause a default under the Leased Premises without Master Lease. Without limiting the generality of the foregoing, Sublessee acknowledges that in all instances where the consent of LANDLORD provided that: (i) Any subtenant, licensee or concessionaire does not occupy more than fifteen (15%) percent approval of the Leased Premises; (ii) Such use Landlord under the Master Lease is permitted required before any particular action or activity may take place, then Sublessee may not engage in any such action or activity or cause same to occur without having received prior notice from Sublessor that the required consent or approval of Landlord has been obtained. Further without limiting the generality of the foregoing, Sublessee agrees that it will not object to or attempt to prevent or hinder the exercise by PARAGRAPH NUMBERED 3 Landlord or any rights or privileges afforded to Landlord under the Master Lease, notwithstanding the fact that the exercise of this Lease; (iii) TENANT has executed a sublease agreement with subtenant which specifically provides for record keeping and reporting as set forth such rights or privileges may be directed toward or have application to Sublessee in lieu of or in the last PARAGRAPH NUMBERED 29(F) hereofplace of Sublessor as tenant under the Master Lease. (ivb) TENANT gives LANDLORD prior written notice The Lease and all the rights of such subletting and/or concession parties hereunder are subject and subordinate to the Master Lease. Each party agrees that it will not, by its act or licenseomission to act, cause a default under the Master Lease. (c) Except as otherwise expressly provided herein, Sublessee shall perform all affirmative covenants and a copy of those portions shall refrain from performing any act which is prohibited by the negative covenants of the subletting Master Lease, where the obligation to perform or concession/licensing documents relevant refrain from performing is by its nature imposed upon the party in possession of the Premises or with rights to the immediately preceding Section (iii) and the name, address, and telephone number of the sublessee, licensee or concessionaireparking spaces. TENANT shall not sublease all or any part of the unimproved property within the Leased Premises without first obtaining LANDLORD's consent. Any such sublease without LANDLORD's written consent shall be voidable and, at LANDLORD's election, shall constitute a default. LANDLORD Sublessor shall have the right to approve or disapprove enter the Premises to cure any such proposed sublease in LANDLORD's discretion. In default by Sublessee under this Section. (d) Notwithstanding any provision to the event of a subleasecontrary, the term of the sublease shall not extend beyond the term of this Lease and any and all subleases shall contain an attornment provision whereby terminate on the Sublessee shall recognize TENANT's successor in interest and a non-disturbance provision whereby TENANT's successor shall recognize date the sublease so long as the Sublessee is not in default thereunder and shall otherwise be expressly made subject to all the terms and covenants and conditions Master Lease terminates regardless of this Lease.cause

Sublease. TENANT may sublease Notwithstanding the references to this document as a portion "lease," Landlord is the tenant of the Leased Premises or TENANT's improvements on the Leased Premises and/or grant Project pursuant to a license or licenses or concession or concessions within the Leased Premises without the consent lease entitled "Subground Lease Agreement" dated as of LANDLORD provided that: (i) Any June 4, 2004 made between Landlord, as subtenant, licensee or concessionaire does not occupy more than fifteen and GreDel Urban Renewal, L.L.C., as sublandlord (15%"PRIME LEASE") percent and Gr▇▇▇▇ ▇▇▇▇▇ ▇enewal, L.L.C. is the tenant pursuant to a lease enti▇▇▇▇ "▇▇▇▇▇▇ Lease Agreement" dated as of June 4th, 2004, made between Landlord , as ground lessor, and GreDel Urban Renewal, L.L.C. as ground lessee ("GROUND LEASE"), a c▇▇▇ ▇▇ ▇▇▇▇▇ was recorded in the Office of the Leased Premises; Middlesex County Clerk on June 24, 2004 in Book 5341 at page 180 et seq. Landlord represents and warrants that as of the date hereof the Ground Lease and the Prime Lease are in full force and effect, have not been supplemented or amended, and that neither Landlord nor GreDel Urban Renewal, L.L.C. are in default under either lease. Lan▇▇▇▇▇ ▇▇▇▇▇▇nts that it shall not amend or modify the Ground Lease or the Prime Lease in any manner that would adversely affect Tenant's rights under this Lease (iiother than to a de minimis extent) Such use is permitted by PARAGRAPH NUMBERED 3 of without Tenant's prior consent, which consent shall not be unreasonably withheld, conditioned or delayed. Only the terms and conditions contained in this Lease; (iii) TENANT has executed a sublease agreement with subtenant which specifically provides for record keeping , however, shall govern the rights and reporting as set forth in obligations of Landlord and Tenant; it not being intended that any of the last PARAGRAPH NUMBERED 29(F) hereof. (iv) TENANT gives LANDLORD prior written notice terms or conditions of such subletting and/or concession or licensethe Prime Lease be deemed incorporated herein. Landlord shall obtain from the landlord under the Prime Lease, and a copy of those portions from the fee owner of the subletting or concession/licensing documents relevant to the immediately preceding Section (iii) and the nameProject, addresssubordination, and telephone number of the sublessee, licensee or concessionaire. TENANT shall not sublease all or any part of the unimproved property within the Leased Premises without first obtaining LANDLORD's consent. Any such sublease without LANDLORD's written consent shall be voidable and, at LANDLORD's election, shall constitute a default. LANDLORD shall have the right to approve or disapprove any such proposed sublease in LANDLORD's discretion. In the event of a sublease, the term of the sublease shall not extend beyond the term of this Lease and any and all subleases shall contain an attornment provision whereby the Sublessee shall recognize TENANT's successor in interest and a non-disturbance provision whereby TENANT's successor shall recognize the sublease so long and attornment agreements, in form and content substantially as the Sublessee is not in default thereunder attached hereto and shall otherwise be expressly made subject to all the terms and covenants and conditions of this Lease.a part hereof as SCHEDULE F. SIGNATURES ON FOLLOWING PAGE

Sublease. TENANT may sublease This Sublease is subject to and subordinate in all respects to the Prime Lease, and Subtenant shall not do or permit to be done anything, or omit to do anything, or permit to be omitted to be done, anything which is, or with the giving of notice or the passage of time or both would be, a portion default under the Prime Lease or could cause such a default. Not in limitation of the Leased Premises or TENANT's improvements on the Leased Premises and/or grant foregoing, there is attached to this Sublease as Exhibit A, a license or licenses or concession or concessions within the Leased Premises without the consent of LANDLORD provided that: (i) Any subtenant, licensee or concessionaire does not occupy more than fifteen (15%) percent copy of the Leased Premises; (ii) Such use Prime Lease which Sublandlord hereby warrants and represents is permitted by PARAGRAPH NUMBERED 3 of this Lease; (iii) TENANT has executed a sublease agreement with subtenant which specifically provides for record keeping true and reporting correct copy. Sublandlord hereby warrants and represents that except as set forth in Exhibit A, the last PARAGRAPH NUMBERED 29(FPrime Lease has not been amended or modified in any way. Sublandlord further warrants and represents to Subtenant that the Prime Lease is in full force and effect without default on the part of Sublandlord (as Tenant thereunder) hereof. (iv) TENANT gives LANDLORD or, to the best of Sublandlord's knowledge, Prime Landlord. Sublandlord agrees that it will not terminate the Prime Lease without the prior written consent of Subtenant and that it will not enter into an agreement with the Prime Landlord to terminate this Sublease. Sublandlord further agrees that it will not amend the Prime Lease in any manner that will materially and adversely affect the rights or obligations of Subtenant under this Sublease without in each instance obtaining the prior written consent of Subtenant, which consent may be withheld or conditioned at Subtenant's sole discretion; provided, however, Subtenant agrees to consent or reject any such amendment promptly after receipt of Sublandlord's written request for Subtenant's consent to any such amendment. Sublandlord agrees to perform all of its obligations as Tenant under the Prime Lease, except to the extent that the same have been assumed by Subtenant under this Sublease. Sublandlord agrees to request Prime Landlord to perform its obligations under the Prime Lease, to the extent the same apply to the Sublease Premises. Sublandlord further agrees to deliver to Subtenant copies of any notice of default given by Sublandlord to Prime Landlord or given from Prime Landlord to Sublandlord, promptly following the giving or receiving of any such subletting and/or concession or licensenotice, as the case may be, with respect to alleged defaults under the Prime Lease, to the extent the same apply to the Sublease Premises. If Sublandlord defaults under the Prime Lease beyond the expiration of any applicable grace period, to the extent Sublandlord elects not to cure such default, Sublandlord agrees to assign to Subtenant any rights it may have to cure such default and a copy of those portions Sublandlord agrees to reasonably cooperate with Subtenant to the extent necessary to cure such default, provided Sublandlord shall incur no costs incident to such assignment. Subtenant agrees to abide by all of the subletting or concession/licensing documents relevant to the immediately preceding Section (iii) and the name, address, and telephone number of the sublessee, licensee or concessionaire. TENANT shall not sublease all or any part of the unimproved property within the Leased Premises without first obtaining LANDLORD's consent. Any such sublease without LANDLORD's written consent shall be voidable and, at LANDLORD's election, shall constitute a default. LANDLORD shall have the right to approve or disapprove any such proposed sublease in LANDLORD's discretion. In the event of a sublease, the term of the sublease shall not extend beyond the term of this Lease and any and all subleases shall contain an attornment provision whereby the Sublessee shall recognize TENANT's successor in interest and a non-disturbance provision whereby TENANT's successor shall recognize the sublease so long as the Sublessee is not in default thereunder and shall otherwise be expressly made subject to all the terms and covenants and conditions of the Prime Lease (including all rules and regulations promulgated by Prime Landlord) as if the same were fully set forth herein to the extent that said covenants and conditions pertain to the Sublease Premises and the occupancy and use thereof by Subtenant and Subtenant agrees to be bound by and to perform and to comply with the provisions of the Prime Lease as if it were the "Tenant" as that term is used in the Prime Lease and as if the term "Premises" as that term is used therein were the Sublease Premises demised under this Sublease, except to the extent this Sublease expressly provides terms and conditions different from those set forth in the Prime Lease. Subtenant shall not be bound by any provisions of the Prime Lease requiring the payment of money, it being agreed that the only payment obligations of Subtenant are as set forth in this Lease. If the Prime Lease shall terminate for any reason prior to the termination or expiration of this Sublease, Subtenant shall attorn to and become the Subtenant of Prime Landlord, and as such Subtenant, shall pay directly to Prime Landlord Fixed Rent, additional rent and all other payments required to be made by Subtenant under the provisions of this Sublease and shall observe all the covenants, terms and conditions of this Sublease and all the covenants, terms and conditions of the Prime Lease to the extent required under this Sublease.

Sublease. TENANT may Tenant shall have the right during the Term to sublease up to all or a portion of the Leased Premises or TENANT's improvements on Premises, provided that all of the Leased Premises and/or grant a license or licenses or concession or concessions within the Leased Premises without the consent of LANDLORD provided thatfollowing conditions are satisfied: (ia) Any subtenant, licensee If all or concessionaire does not occupy more than fifteen (15%) percent substantially all of the Leased PremisesPremises will be subleased, in one or a series of subleases, to a Person who is an Affiliate of Tenant, then Landlord’s approval is not required. If all or substantially all of the Premises will be subleased, in one or a series of subleases, to a Person who is not an Affiliate of Tenant, Landlord shall have approved of such sublease in writing, such approval not to be unreasonably withheld, delayed or conditioned; (iib) Such Tenant shall not be relieved of any liability for the performance of Tenant’s obligations under the Lease in the event of any such sublease, regardless of whether Landlord shall have approved such sublease; (c) Tenant shall pay to Landlord any profit derived from any such sublease as and when received by Tenant if such profit is derived from a Person who is not an Affiliate of Tenant; (d) Tenant shall deliver a Transfer Notice as required by Section 10.3 below, time being of the essence; (e) the sublessee’s use is permitted by PARAGRAPH NUMBERED 3 of the Premises shall not violate any of the provisions of this Lease; (iiif) TENANT prior to such sublessee’s occupation of the subleased premises, Tenant shall deliver to Landlord evidence that the sublessee is maintaining all insurance required to be maintained by Tenant hereunder, including, without limitation, evidence that Landlord has executed a sublease agreement with subtenant been named as an additional insured on any policy of liaility insurance; (g) such subletting does not invalidate any of the insurance maintained by Landlord or required to be maintained under this Lease or any Mortgage or violate any of the Requirements; and (h) During any period when any space is available for lease in the Building or will become available within one year, Tenant shall not offer any space within the Premises for sublease, or enter into any sublease, which specifically provides for record keeping and reporting as set forth a rate of rent per square foot of subleased space which, in the last PARAGRAPH NUMBERED 29(F) hereof. (iv) TENANT gives LANDLORD prior written notice aggregate, is lower than the aggregate rate of such subletting and/or concession or license, Base Rent and a copy Tax and Operating Expense Rent per square foot of those portions of the subletting or concession/licensing documents relevant to the immediately preceding Section (iii) and the name, address, and telephone number of the sublessee, licensee or concessionaire. TENANT shall not sublease all or any part of the unimproved property within the Leased Premises without first obtaining LANDLORD's consent. Any such sublease without LANDLORD's written consent shall be voidable and, at LANDLORD's election, shall constitute a default. LANDLORD shall have the right to approve or disapprove any such proposed sublease space provided in LANDLORD's discretion. In the event of a sublease, the term of the sublease shall not extend beyond the term of this Lease and any and all subleases shall contain an attornment provision whereby the Sublessee shall recognize TENANT's successor in interest and a non-disturbance provision whereby TENANT's successor shall recognize the sublease so long as the Sublessee is not in default thereunder and shall otherwise be expressly made subject to all the terms and covenants and conditions of this Lease.

Sublease. TENANT may (a) Sublandlord hereby subleases to Subtenant, and Subtenant hereby subleases from Sublandlord, the Sublease Premises, together with all appurtenances thereto as provided in the Master Lease, on the terms and conditions contained in this Sublease. Subtenant's sublease of the Sublease Premises is subject to the Master Lease as provided further in this Sublease. (b) Sublandlord has executed another sublease agreement for the 3rd floor of the Building in which the Premises are located. Sublandlord's subtenant has been given a Right of First Offer for the remaining portion of the 2nd floor. Sublandlord shall grant Subtenant (SteelCloud) a Second Right of Offer after Sublandlord has complied with its other Subtenants Right of First Offer. Subtenant shall be granted a Right of First Offer, after any NEC related company, (a NEC related company or division shall be defined in accordance with the definitions contained in Section "11." Assignment and Subletting of the Master Lease Agreement) for any office space that becomes available on the first floor subject to terms and conditions herein. In the event Sublandlord is willing to sublease a portion of the Leased First Floor of the building in which the Premises or TENANT's improvements are located, Sublandlord shall notify Subtenant of its willingness to sublease the First Floor. Sublandlord shall indicate in writing the business terms including the rent (which rental amount shall be consistent with market rental rates) Sublandlord is willing to accept for Available Sublease space on the Leased Premises and/or grant a license or licenses or concession or concessions within the Leased Premises without the consent First floor. Subtenant shall have five (5) days after receipt of LANDLORD provided that: (i) Any subtenant, licensee or concessionaire does not occupy more than fifteen (15%) percent of the Leased Premises; (ii) Such use is permitted by PARAGRAPH NUMBERED 3 of this Lease; (iii) TENANT has executed a sublease agreement with subtenant which specifically provides for record keeping and reporting as set forth in the last PARAGRAPH NUMBERED 29(F) hereof. (iv) TENANT gives LANDLORD prior Sublandlord's written notice of such subletting and/or concession or license, to indicate in writing its agreement to sublease the available first floor space under the terms and a copy of those portions of the subletting or concession/licensing documents relevant to the immediately preceding Section (iii) and the name, address, and telephone number of the sublessee, licensee or concessionaire. TENANT shall not sublease all or any part of the unimproved property within the Leased Premises without first obtaining LANDLORD's consent. Any such sublease without LANDLORD's written consent shall be voidable and, at LANDLORD's election, shall constitute a default. LANDLORD shall have the right to approve or disapprove any such proposed sublease conditions contained in LANDLORD's discretionSublandlords notification. In the event of a subleaseSubtenant rejects Sublandlord's offer on the available space or fails to respond within the five (5) day period, Sublandlord may then market the term of the sublease shall not extend beyond the term of this Lease and available space to any and all subleases shall contain an attornment provision whereby the Sublessee shall recognize TENANT's successor in interest and a non-disturbance provision whereby TENANT's successor shall recognize the sublease so long as the Sublessee is not in default thereunder and shall otherwise be expressly made subject to all the terms and covenants and conditions of this Leasethird parties without further delay.

Sublease. TENANT may sublease a portion of Sublandlord hereby subleases to Subtenant and Subtenant hereby subleases from Sublandlord, the Leased Sublease Premises or TENANT's improvements on an “as-is,” “where-is” basis, subject to the Leased Premises and/or grant a license or licenses or concession or concessions within the Leased Premises without the consent of LANDLORD provided that: (i) Any subtenantterms, licensee or concessionaire does not occupy more than fifteen (15%) percent of the Leased Premises; (ii) Such use is permitted by PARAGRAPH NUMBERED 3 of this Lease; (iii) TENANT has executed a sublease agreement with subtenant which specifically provides for record keeping covenants and reporting as conditions set forth in this Sublease. Except as expressly set forth herein, no representations or warranties of any kind have been made to Subtenant concerning the last PARAGRAPH NUMBERED 29(F) hereof. (iv) TENANT gives LANDLORD prior written notice of such subletting and/or concession or license, and a copy of those portions condition of the subletting Sublease Premises, nor have any promises to alter or concession/licensing documents relevant improve the Sublease Premises been made by Sublandlord or any party on behalf of Sublandlord. Subtenant is subleasing the Sublease Premises from Sublandlord after having had an opportunity to fully inspect the Sublease Premises and the right not to execute this Sublease if the results of said inspection were unacceptable. Therefore, Subtenant hereby agrees that the term “as is” means that upon having approved said inspection, it will sublease the Sublease Premises, without warranty or representation, either oral or written, or expressed or implied, as to the immediately preceding Section (iii) and the name, address, and telephone number physical condition of the sublesseeSublease Premises and/or the compliance of same with building, licensee or concessionairefire, health and zoning codes and other applicable laws, ordinances and regulations. TENANT shall not sublease all or any part of the unimproved property within the Leased Premises without first obtaining LANDLORD's consent. Any such sublease without LANDLORD's written consent shall be voidable and, at LANDLORD's election, shall constitute a default. LANDLORD shall have the right to approve or disapprove any such proposed sublease in LANDLORD's discretion. In the event of a sublease, the term of the sublease shall not extend beyond the term of this Lease and Sublandlord hereby expressly disclaims any and all subleases shall contain an attornment provision whereby warranties or representations made to Subtenant, whether the Sublessee shall recognize TENANT's successor in interest and same were made by any partner, officer, director or employee of Sublandlord or any other agent of same, such as a non-disturbance provision whereby TENANT's successor shall recognize broker. At the sublease so long as the Sublessee is not in default thereunder and shall otherwise be expressly made subject to all the terms and covenants and conditions termination of this Sublease, Subtenant shall surrender the Sublease Premises to Sublandlord in the condition received, reasonable wear and tear excepted and all improvements and/or modifications installed by Subtenant in the Sublease Premises (excluding only trade fixtures and equipment, furniture, furnishings and other moveable items) shall remain and be the property of Sublandlord, unless Sublandlord and/or Landlord otherwise notifies Subtenant to remove same, and repair all damage caused by such removal. Notwithstanding anything to the contrary herein or in the Lease, Sublandlord, at its sole cost and expense, agrees to demolish the two office/storage areas per the plan attached hereto as Exhibit “C” and made a part hereof and to clean the Premises prior to the Commencement Date (collectively, “Sublandlord’s Work”).

Sublease. TENANT may sublease Sublessee acknowledges that Sublessor is a portion tenant of the Leased Premises or TENANT's improvements on Property pursuant to the Leased Premises and/or grant a license or licenses or concession or concessions within Master Lease. Without limiting any of Sublessor’s obligations under this Sublease, Sublessee’s occupancy rights hereunder are subject to the Leased Premises without the consent of LANDLORD provided that: (i) Any subtenant, licensee or concessionaire does not occupy more than fifteen (15%) percent terms of the Leased Premises; (ii) Such use is permitted by PARAGRAPH NUMBERED 3 Master Lease and approval of this Lease; (iii) TENANT has executed a sublease agreement with subtenant which specifically provides for record keeping and reporting as set forth in Sublease by the last PARAGRAPH NUMBERED 29(F) hereof. (iv) TENANT gives LANDLORD prior written notice Landlord. Sublessee acknowledges receipt of such subletting and/or concession or license, and a copy of those portions the Master Lease. Sublessor hereby represents and warrants to Sublessee that (a) the copy of the subletting Master Lease that Sublessor provided to Sublessee is true and complete in all material respects, (b) the Master Lease is in full force and effect and has not been subsequently amended or concession/licensing documents relevant modified, (c) no event of Default (as that term is defined in the Master Lease) by Sublessor has occurred under the Master Lease, and no event has occurred or circumstances exist which, with the giving of notice or the passage of time (or both), would constitute an event of Default by Sublessor under the Master Lease, (d) to the immediately preceding Section (iii) and the name, address, and telephone number best of the sublessee, licensee or concessionaire. TENANT shall not sublease all or any part of the unimproved property within the Leased Premises without first obtaining LANDLORD's consent. Any such sublease without LANDLORD's written consent shall be voidable and, at LANDLORD's election, shall constitute a default. LANDLORD shall have the right to approve or disapprove any such proposed sublease in LANDLORD's discretion. In the event of a subleaseSublessor’s knowledge, the term of the sublease shall not extend beyond the term of this Lease and any and all subleases shall contain an attornment provision whereby the Sublessee shall recognize TENANT's successor in interest and a non-disturbance provision whereby TENANT's successor shall recognize the sublease so long as the Sublessee Landlord is not in default thereunder breach or violation of any term or provision of the Master Lease, and shall otherwise be expressly made subject to all (e) the terms and covenants and conditions parties’ execution of this Sublease and Sublessee’s activities in compliance herewith shall not constitute an event of Default under the Master Lease. As a covenant to Sublessee under this Sublease, Sublessor shall perform each and all of its obligations as tenant under the Master Lease as and when due. Sublessor shall not exercise any right that it may have to terminate the Master Lease, nor shall Sublessor voluntarily agree to terminate the Master Lease, unless it first obtains the written consent of Sublessee, which Sublessee may give or withhold in its sole and absolute discretion. Each party hereto agrees not to take any action which would result in an event of Default by Sublessor under the Master Lease. It is agreed and understood that Sublessee obtains and is granted no more rights and privileges under this Sublease than Sublessor has as tenant under the Master Lease.

Sublease. TENANT may sublease a portion Sublandlord hereby subleases to Subtenant and Subtenant hereby subleases from Sublandlord, the Premises on an “as-is,” “where-is” basis, subject to the terms, covenants and conditions set forth in this Sublease. Except as expressly set forth herein, no representations or warranties of any kind have been made to Subtenant concerning the condition of the Leased Premises, nor have any promises to alter or improve the Premises been made by Sublandlord or TENANT's improvements any party on behalf of Sublandlord, except the Sublandlord shall deliver the Premises in a broom-clean condition and free of all debris on the Leased Commencement Date. Therefore, Subtenant hereby agrees that the term “as is” means that it will sublease the Premises, without warranty or representation, either oral or written, or expressed or implied, as to the physical condition of the Premises and/or grant the compliance of same with building, fire, health and zoning codes and other applicable laws, ordinances and regulations; provided, however, that the foregoing shall not limit Landlord or Sublandlord’s repair and maintenance responsibilities under this Sublease and the Lease. Sublandlord hereby expressly disclaims any and all warranties or representations made to Subtenant, whether the same were made by any partner, officer, director or employee of Sublandlord or any other agent of same, such as a license or licenses or concession or concessions within broker, except to the Leased Premises without extent that such representations and warranties are made in this Sublease. Notwithstanding anything to the consent of LANDLORD provided contrary set forth herein, Sublandlord hereby represents and warrants to Subtenant that: : (i) Any subtenant, licensee or concessionaire does not occupy more than fifteen (15%) percent the Lease is in full force and effect as of the Leased Premises; date hereof; and (ii) Such use is permitted by PARAGRAPH NUMBERED 3 to Sublandlord’s actual knowledge, there exists no default under the Lease on the part of Landlord or Sublandlord. At the expiration or earlier termination of this Lease; (iii) TENANT has executed a sublease agreement with subtenant which specifically provides for record keeping Sublease, Subtenant shall surrender the Premises to Sublandlord broom clean, trash free and reporting as set forth in the last PARAGRAPH NUMBERED 29(Fcondition received, reasonable wear and tear and casualty excepted, with all of Subtenant’s trade fixtures and equipment, furniture, furnishings and other moveable items installed or placed within the Premises by Subtenant removed and shall immediately repair all damage to the Premises caused by such removal; provided, however that Sublandlord acknowledges and agrees that Subtenant may expand Subtenant’s existing lease in the Building (“Subtenant Existing Lease”) hereof. (iv) TENANT gives LANDLORD prior written notice to include the Premises and extend the term of such subletting and/or concession Subtenant Existing Lease (as expanded to include the Premises) following the Expiration Date, in which case Subtenant shall not be required to surrender the Premises to Sublandlord, or licenseremove any trade fixtures or furniture therefrom, upon the Expiration Date but shall remain in the Premises thereafter pursuant to the Subtenant Existing Lease. Any trade fixtures or furniture, including but not limited to the Furniture (defined below), shall be removed at Subtenant’s sole cost and a copy of those portions of the subletting or concession/licensing documents relevant expense, subject to the immediately preceding Section (iii) and sentence; provided that in the name, address, and telephone number event such Subtenant Existing Lease is not modified to include the Premises or Subtenant is not otherwise permitted to possession of the sublesseePremises (other than pursuant to this Sublease), licensee then any trade fixtures or concessionairefurniture, including but not limited to the Furniture, remaining after termination or expiration may be deemed abandoned property by Sublandlord and may be disposed of as Sublandlord deems appropriate at Subtenant's expense. TENANT For purposes hereof, the “rentable square feet” of the Premises set forth in Recital B above are hereby agreed to by Sublandlord and Subtenant and shall not sublease all or any part of the unimproved property within the Leased Premises without first obtaining LANDLORD's consent. Any such sublease without LANDLORD's written consent shall be voidable and, at LANDLORD's election, shall constitute a default. LANDLORD shall have the right to approve or disapprove any such proposed sublease in LANDLORD's discretion. In the event of a sublease, the term of the sublease shall not extend beyond the term of this Lease and any and all subleases shall contain an attornment provision whereby the Sublessee shall recognize TENANT's successor in interest and a non-disturbance provision whereby TENANT's successor shall recognize the sublease so long as the Sublessee is not in default thereunder and shall otherwise be expressly made subject to all the terms and covenants and conditions of this Leaserevision.

Sublease. TENANT may sublease a portion Sublandlord, for and in consideration of the Leased Premises or TENANT's improvements rents herein reserved and of the covenants and agreements herein contained on the Leased Premises and/or grant a license or licenses or concession or concessions within the Leased Premises without the consent of LANDLORD provided that: (i) Any subtenant, licensee or concessionaire does not occupy more than fifteen (15%) percent of the Leased Premises; (ii) Such use is permitted by PARAGRAPH NUMBERED 3 of this Lease; (iii) TENANT has executed a sublease agreement with subtenant which specifically provides for record keeping and reporting as set forth in the last PARAGRAPH NUMBERED 29(F) hereof. (iv) TENANT gives LANDLORD prior written notice of such subletting and/or concession or license, and a copy of those portions of the subletting or concession/licensing documents relevant to the immediately preceding Section (iii) and the name, address, and telephone number of the sublessee, licensee or concessionaire. TENANT shall not sublease all or any part of the unimproved property within Subtenant to be performed, hereby subleases to the Leased Premises without first obtaining LANDLORD's consentSubtenant, and the Subtenant accepts from Sublandlord, the Sublease Premises. Any such sublease without LANDLORD's written consent shall be voidable andIn accordance with the terms of this Sublease, at LANDLORD's electionno additional charge, Subtenant shall constitute a defaulthave unrestricted, non-exclusive right to use the Common Area Space, which space consists of the first floor lobby area, certain common area hallways, the cafeteria and vending area, the conference rooms located adjacent to the reception area (“First Floor Conference Rooms”), the training room on the first floor currently designated as Room 148 (“Training Room”), the loading dock areas, and the mechanical spaces used for electrical, mechanical, and telecommunications equipment (“Building Service Areas”), which spaces, areas and rooms are on the first floor of Building as shown on Exhibit B hereto. LANDLORD Notwithstanding anything herein to the contrary, each of Subtenant and any other tenant of the Building shall have the right to approve or disapprove any such proposed sublease in LANDLORD's discretion. In the event of reserve, on a subleasedaily basis, the term First Floor Conference Rooms, the Training Room and the loading dock areas on a “first come, first served”. Sublandlord shall designate an on-site administrative employee who shall maintain a reservation log for the purpose of managing reservations for use of the sublease First Floor Conference Rooms, the Training Room and the loading dock areas. Subtenant’s usage of the Common Area Space shall not extend beyond the term of this Lease and any and all subleases shall contain an attornment provision whereby the Sublessee shall recognize TENANT's successor in interest and a non-disturbance provision whereby TENANT's successor shall recognize the sublease so long as the Sublessee is not in default thereunder and shall otherwise be expressly made subject to all the terms and covenants and conditions of this Sublease and the Prime Lease. Subtenant’s access to the Building Service Areas shall be limited to a single designated representative of the Subtenant, which representative shall be registered with Sublandlord and, subject to the Prime Lease, shall have access to the Building Service Areas at all times. Each of Sublandlord and Subtenant agrees to cooperate with the other regarding its respective use of, and activities in, the Building Service Areas. Subtenant agrees not to unreasonably disturb or interrupt Sublandlord’s use of the Building Service Areas. Each of Sublandlord and Subtenant shall have the right to have a receptionist seated at the reception desk in the reception area. Each of Sublandlord and Subtenant shall cooperate with the other in connection with the receiving and handling of mail and other non-oversized deliveries to the Building at the reception desk (or as otherwise agreed from time to time).

Sublease. TENANT Provided there is no uncured monetary default by Tenant under this Lease, Tenant may sublease a all or any portion of the Leased Premises Premises, and may assign, encumber, extend or TENANT's improvements on renew any such sublease, from time to time during the Leased Premises and/or grant a license or licenses or concession or concessions within Term without Landlord’s consent (the Leased Premises without “Project Subtenant Leases”), provided that all of the consent of LANDLORD provided thatfollowing requirements are satisfied: (i) Any subtenantIf requested by Landlord, licensee or concessionaire does not occupy more than fifteen District and/or any Fee Mortgagee, the subtenant under each Project Subtenant Lease (15%the “Project Subtenant”) percent of shall have executed and delivered in recordable form to the Leased Premises;requesting party a subordination, nondisturbance and attornment agreement in form, scope and substance reasonably satisfactory to Landlord, District, such Fee Mortgagee and such Project Subtenant (the “Attornment Agreement”). (ii) Such use is permitted by PARAGRAPH NUMBERED 3 The term of such Project Subtenant Lease shall be no longer than the then unexpired Term (without reference to any unexercised options to renew or extend) of this Lease; (iii) TENANT Subject to the future rights of Leasehold Mortgagees, such Project Subtenant Lease shall contain a statement in bold type or print notifying the Project Subtenant that Tenant (or other sublessor, as the case may be) has executed a sublease agreement with subtenant which specifically provides for record keeping assigned its rights to the rent due under such Project Subtenant Lease to Landlord and reporting as set forth in that, except to the last PARAGRAPH NUMBERED 29(F) hereofextent such rental payments are from time to time being made to the Tenant Leasehold Mortgagees, the Project Subtenant is to make rental payments directly to. Landlord upon receiving any request therefor from Landlord. (iv) TENANT gives LANDLORD Such Project Subtenant Lease shall contain a provision requiring the Project Subtenant thereunder to enter into attornment agreements and to execute estoppel certificates from time to time in form, scope and substance reasonably satisfactory to Landlord, Fee Mortgagees and, as to the estoppel certificates only, prospective purchasers or assignees of Landlord’s interest in the Project, if requested by Landlord and/or any of Fee Mortgagees; (v) Tenant (or other sublessor, as the case may be) shall not accept more than twelve (12) months’ prepaid rent from any Project Subtenant unless all sums in excess of twelve (12) months’ rent are placed into an interest bearing escrow account reasonably satisfactory to Landlord and the Fee Mortgagees; and (vi) At least thirty (30) days prior written notice to the effective date of such subletting and/or concession any Project Subtenant Lease, or licenseof any amendment or assignment thereof, and Tenant shall submit a copy of those portions such lease, amendment or assignment, as the case may be, to Landlord. (vii) Landlord hereby agrees that with respect to any Qualifying Subleases (defined below) made by Tenant and permitted pursuant to this Paragraph: (A) The Project Subtenants shall not be joined as an adverse or party defendant in any action or proceeding which may be instituted or commenced by Landlord to terminate or enforce this Lease. (B) The Project Subtenants shall not be evicted from any portion of the subletting Premises, nor shall any right of any Project Subtenant(s) under this Lease be affected in any way by reason of any modification of or concession/licensing documents relevant to default under this Lease. (C) The leasehold estate of any Project Subtenant shall not be terminated or disturbed during the immediately preceding Section (iii) and the name, addressTerm by reason of any default under this Lease, and telephone number of Landlord will recognize and honor such subtenants occupying the sublessee, licensee or concessionaire. TENANT shall not sublease all or any part of the unimproved property within the Leased Premises without first obtaining LANDLORD's consent. Any such sublease without LANDLORD's written consent shall be voidable and, at LANDLORD's election, shall constitute a default. LANDLORD shall have the right to approve or disapprove any such proposed sublease in LANDLORD's discretion. In the event of a sublease, the term of the sublease shall not extend beyond the term of this Lease and any and all subleases shall contain an attornment provision whereby the Sublessee shall recognize TENANT's successor in interest and a non-disturbance provision whereby TENANT's successor shall recognize the sublease so long as the Sublessee is Project Subtenants are not in default thereunder of their respective agreements and shall otherwise be expressly made subject the Project Subtenants agree to all attorn to Landlord in the terms and covenants and conditions event of Tenant’s default. Landlord may join a Project Subtenant in an action to terminate or enforce this Lease only if the Project Subtenant is in default of the provisions of this Lease or of the Project Subtenant Lease, beyond any time given to the Project Subtenant to cure such default. (D) Landlord agrees to execute and acknowledge in recordable form, and to cause the Master Lessor and any lender having a mortgage, deed of trust or other security on the interest of Landlord or Master Lessor in the Premises, Lease or Master Lease, to execute in recordable form, from time to time for the benefit of Project Subtenants, a nondisturbance and attornment agreement certifying to the matters set forth in this subparagraph 14(f)(vii) above and containing such other provisions reasonably requested by Tenant, which agreement may be recorded by Tenant in the Official Records of Santa ▇▇▇▇▇ County, California.

Sublease. TENANT may sublease a portion of the Leased Premises or TENANT's improvements on the Leased Premises and/or grant a license or licenses or concession or concessions within the Leased Premises without the consent of LANDLORD provided that: (i) Any subtenant, licensee or concessionaire does not occupy more than fifteen (15%) percent of the Leased Premises; (ii) Such use is permitted by PARAGRAPH NUMBERED 3 of this Lease; (iii) TENANT has executed a sublease agreement with subtenant which specifically provides for record keeping and reporting as set forth in the last PARAGRAPH NUMBERED 29(F) hereof. (iv) TENANT gives LANDLORD prior written notice of such subletting and/or concession or license, and a copy of those portions of the subletting or concession/licensing documents relevant to the immediately preceding Section (iii) and the name, address, and telephone number of the sublessee, licensee or concessionaire. TENANT Tenant shall not sublease all the Premises or any part thereof without Landlord’s prior written approval, which approval may not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Tenant is not required to obtain Landlord’s prior written approval if Tenant uses Landlord-Approved Form of Sublease, attached as Exhibit E (Sublease). If Tenant chooses to use its own form of sublease, then Tenant must submit the sublease form (Tenant’s Sublease Form) to Landlord for prior written approval, which approval may not be unreasonably withheld. If Landlord approves Tenant’s Sublease Form, Tenant is not required to obtain Landlord’s prior written approval to sublease part of the unimproved property within Premises. Neither the Leased Premises Sublease nor Tenant’s Sublease Form may be materially modified without first obtaining LANDLORD's consentLandlord’s prior written approval, which approval may not be unreasonably withheld. Any such sublease without LANDLORD's written consent shall Subleases are subordinate to this Lease. Subleases may not be voidable andrecorded. Except as provided in Article 14.6 below, at LANDLORD's election, shall constitute a default. LANDLORD shall have Subleases will terminate on the right to approve or disapprove any such proposed sublease in LANDLORD's discretion. In the event of a sublease, the term of the sublease shall not extend beyond the term of date this Lease and any and expires or is terminated. Tenant shall provide copies of all subleases shall contain an attornment provision whereby the Sublessee shall recognize TENANT's successor in interest and a non-disturbance provision whereby TENANT's successor shall recognize the sublease so long as the Sublessee is not in default thereunder and shall otherwise be expressly made subject Subleases to all the terms and covenants and conditions Landlord within thirty (30) days of this Leaseeach Sublease’s effective date.

Sublease. TENANT may Lessee shall not assign the Lease in whole or in part, nor shall Lessee sublease a portion of the Leased Premises Engine to any person or TENANT's improvements on otherwise relinquish possession thereof to anyone other than Lessor for any purpose other than with the Leased Premises and/or grant a license or licenses or concession or concessions within the Leased Premises without the prior written consent of LANDLORD provided that: (i) Any subtenant, licensee or concessionaire does not occupy more than fifteen (15%) percent of the Leased Premises; (ii) Such use is permitted by PARAGRAPH NUMBERED 3 of this Lease; (iii) TENANT has executed a sublease agreement with subtenant which specifically provides for record keeping Lessor in its sole and reporting as set forth in the last PARAGRAPH NUMBERED 29(F) hereof. (iv) TENANT gives LANDLORD prior written notice of such subletting and/or concession or license, and a copy of those portions of the subletting or concession/licensing documents relevant to the immediately preceding Section (iii) and the name, address, and telephone number of the sublessee, licensee or concessionaire. TENANT shall not sublease all or any part of the unimproved property within the Leased Premises without first obtaining LANDLORD's consentcomplete discretion. Any such permitted sublease without LANDLORD's written consent (“Permitted Sublease”) shall be voidable and, at LANDLORD's election, in form and substance acceptable to Lessor and shall constitute a default. LANDLORD expressly provide that the rights of any sublessee shall have be expressly subject and subordinate to all the right to approve or disapprove any such proposed sublease in LANDLORD's discretion. In the event of a sublease, the term of the sublease shall not extend beyond the term terms of this Lease and any and Lessor’s rights to repossession pursuant to this Agreement. Lessee shall remain primarily liable hereunder for the performance of all subleases shall contain an attornment provision whereby the Sublessee shall recognize TENANT's successor in interest and a non-disturbance provision whereby TENANT's successor shall recognize the sublease so long as the Sublessee is not in default thereunder and shall otherwise be expressly made subject to all of the terms and covenants of this Lease to the same extent as if such Permitted Sublease had not occurred. Lessee will guarantee performance of all terms and conditions of this Lease on behalf of a permitted sublessee under a Permitted Sublease and will be responsible for any costs associated or incurred related to the performance of the Lease. No Permitted Sublease shall in any way discharge or diminish any of Lessee’s obligations to Lessor hereunder or constitute a waiver of Lessor’s rights or remedies hereunder, and Lessor’s rights shall continue as if such Permitted Sublease had not occurred. Any Permitted Sublease shall expressly prohibit any further sub - sublease or assignment or any other similar transfer of the Engine or rights thereto by the sublessee. Lessee shall provide to Lessor: (i) written notice of any Permitted Sublease hereunder (such notice to be given not later than 10 Business Days prior to entering into any sublease); (ii) such evidence as Lessor may require to demonstrate that such airline is solvent at the time that such sublease is entered into; (iii) a copy of the Permitted Sublease; and (iv) if Lessor so requests, an assignment of the Permitted Sublease to Lessor for security and a consent thereto from the Permitted Sublessee, in form and substance reasonably satisfactory to Lessor. Lessee shall be responsible for the reasonable out-of-pocket legal fees and expenses incurred by the Lessor in c01mection with any Permitted Sublease subject to Lessor providing Lessee with supp011ing documentation.

Sublease. TENANT The Lessee may not sublease a portion the Property or any Site without the prior written consent of the Leased Premises Lessor, unless (A) no Lease Default or TENANT's improvements on Lease Event of Default shall have occurred and be continuing at the Leased Premises and/or grant a license or licenses or concession or concessions within the Leased Premises without the consent of LANDLORD provided that: (i) Any subtenant, licensee or concessionaire does not occupy more than fifteen (15%) percent inception of the Leased Premises; sublease, and (iiB) Such use is the sublessee shall not be insolvent or bankrupt at the inception of the sublease. No sublease shall be permitted by PARAGRAPH NUMBERED 3 hereunder unless the rights of the sublessee thereunder are expressly subject and subordinate to this Lease; (iii) TENANT has executed a sublease agreement with subtenant which specifically provides for record keeping Lease and reporting as the rights of the Lessor in the Site and the sublessee agrees to attorn to Lessor. No sublease, or other relinquishment of the possession of any of the Sites, shall in any way discharge or diminish any of the Lessee's obligations hereunder and under the other Operative Documents. Unless the Lessee shall have previously delivered irrevocable notice of exercise of the Purchase Option set forth in Section 6(b), no sublease shall extend beyond the last PARAGRAPH NUMBERED 29(F) hereof. applicable Expiration Date with respect to such Site. As additional security to Lessor for the performance of Lessee's obligations under this Lease, Lessee hereby assigns to Lessor and grants to Lessor a security interest (iv) TENANT gives LANDLORD prior written notice of such subletting and/or concession or license, subject and a copy of those portions of the subletting or concession/licensing documents relevant subordinate to the immediately preceding Section (iiiLoan Documents) in all of Lessee's right, title and interest in and to the nameArco Lease, address, to any Interim Term Permitted Leases and telephone number to all subleases of the sublessee, licensee or concessionaire. TENANT shall not sublease all or any part portion of the unimproved property within the Leased Premises without first obtaining LANDLORDany Site now or hereinafter in effect (collectively, "THIRD PARTY LEASES" and individually, a "THIRD PARTY LEASE"; and any lessee under any Lease together with any assignee of any such lessee pursuant to an assignment permitted by such Lease or by Lessee, is herein called a "THIRD PARTY LEASE") and all rents and other sums payable to Lessee under each Third Party Lease, but Lessor shall have no obligation to perform, and Lessee shall not by reason of such assignment be relieved of its obligation to perform, any of Lessee's consentcovenants or agreements under this Lease or covenants or agreements of Lessee, as sublessor, under any such Third Party Lease. Any such sublease without LANDLORD's written consent shall be voidable and, at LANDLORD's election, shall constitute a default. LANDLORD Lessee shall have the right to approve collect and enjoy all rents and other sums of money payable under any Third Party Lease in accordance with the provisions of Section 2.9(c) of the Construction Agency Agreement; provided that, during any period for which a Lease Event of Default has occurred and is continuing, Lessor, upon ten (10) days' prior notice to Lessee, if no injunction or disapprove any order prohibiting the same obtained by or on behalf of Lessee shall be in effect, shall be entitled thereafter to collect such proposed sublease rents and other sums and shall apply all rents and such other sums collected in LANDLORD's discretionaccordance with Section 5(d) of the Participation Agreement. In Prior to the event occurrence of a subleaseLease Event of Default, Lessee shall have the term right to modify, extend, amend or terminate any or all of the sublease Third Party Leases. No Third Party Lease hereafter entered into shall not extend beyond the term of be made by Lessee unless it contains a provision substantially as follows: "Lessee hereunder agrees that this Lease is subject and any subordinate to the lease under which the lessor hereunder occupies the Property (the "Over▇▇▇▇▇", ▇nd the lessor and all subleases shall contain an attornment provision whereby the Sublessee shall recognize TENANT's successor in interest and a non-disturbance provision whereby TENANT's successor shall recognize the sublease so long as the Sublessee is not in default thereunder and shall otherwise be expressly made subject to all the terms and covenants and conditions of this Lease.its 26 Master Lease Agreement 28

Sublease. TENANT may sublease a portion Sublandlord, for and in consideration of the Leased Premises or TENANT's improvements on the Leased Premises and/or grant a license or licenses or concession or concessions within the Leased Premises without the consent of LANDLORD provided that: (i) Any subtenant, licensee or concessionaire does not occupy more than fifteen (15%) percent payment of the Leased Premises; (ii) Such use is permitted by PARAGRAPH NUMBERED 3 -------- rent and the performance of this Lease; (iii) TENANT has executed a sublease agreement with subtenant which specifically provides for record keeping and reporting as the covenants set forth in the last PARAGRAPH NUMBERED 29(F) hereof. (iv) TENANT gives LANDLORD prior written notice of such subletting and/or concession or licensethis Sublease, hereby subleases to Subtenant, and Subtenant hereby subleases from Sublandlord, the Subleased Premises for a copy term commencing upon the date of those portions tender of possession of the subletting or concession/licensing documents relevant Subleased Premises to Subtenant (the immediately preceding Section (iii"Rent Commencement Date") and terminating on October 30, 2002 (the name, address, and telephone number "Expiration Date"). It is anticipated that possession of the sublesseeSubleased Premises will be tendered to Subtenant by Sublandlord on or about May 15, licensee or concessionaire2001. TENANT shall not sublease all or any part of the unimproved property within the Leased Premises without first obtaining LANDLORD's consent. Any such sublease without LANDLORD's written consent shall be voidable and, at LANDLORD's election, shall constitute a default. LANDLORD shall have the right to approve or disapprove any such proposed sublease in LANDLORD's discretion. In the event of a sublease, the term of the sublease shall not extend beyond the The term of this Lease and any Sublease and all subleases obligations of Subtenant with respect to the Subleased Premises shall contain an attornment provision whereby commence on the Sublessee date that possession of the Subleased Premises is tendered by Sublandlord to Subtenant, provided, however, that this Sublease shall recognize TENANTnot be effective and Sublandlord shall not tender possession of the Subleased Premises to Subtenant prior to receipt by Sublandlord of written approval of this Sublease from Prime Landlord. Within five (5) days following receipt of the written request therefor, Subtenant shall enter into a written agreement with Sublandlord confirming the Commencement Date. If Prime Landlord's successor in interest and a non-disturbance provision whereby TENANT's successor shall recognize the sublease so long as the Sublessee consent to this Sublease is not in default thereunder obtained by May 31, 2001, this Sublease shall be null and void, and Sublandlord and Subtenant each shall otherwise be expressly made subject released from all obligations and liability to all the terms and covenants and conditions of this Leaseeach other hereunder.

Sublease. TENANT If Tenant is not in default of the Lease, Tenant may sublease all or a portion of the Leased Premises upon Landlord's prior written consent, which consent shall not be unreasonably withheld. Any sublease of all or TENANTa portion of the Premises shall be in accordance with the terms and conditions of this Section 11 and all other applicable terms and conditions of this Lease. Tenant's improvements on request to sublease all or a portion of the Leased Premises and/or grant a license shall be in the form of the Tenant's Notice as set forth in Section 11.1(c). (a) Any sublease of all or licenses or concession or concessions within any portion of the Leased Premises without must contain the consent of LANDLORD provided thatfollowing provisions, which provisions, whether contained in such sublease nor not, shall apply to such sublessee: (i) Any subtenant, licensee or concessionaire does not occupy more than fifteen (15%) percent Such sublease shall be subject and subordinate to all of the Leased Premises; provisions of this Lease (iiincluding all exhibits) Such use is permitted by PARAGRAPH NUMBERED 3 and any subsequent amendments of this Lease; (ii) At Landlord's option, in the event of cancellation or termination of this Lease for any reason or the surrender of this Lease, whether voluntarily, involuntarily, or by operation of law, prior to the expiration of such sublease, the subtenant shall make full and complete attornment to Landlord for the balance of the term of such sublease, provided that Landlord agrees in writing not to disturb subtenant's right to occupy the subleased area as long as such sublessee is in compliance with its obligations under such sublease. The subtenant shall execute and deliver to Landlord an agreement of attornment satisfactory to Landlord within five (5) days after requested by Landlord; and (iii) TENANT has executed a sublease agreement with subtenant which specifically provides for record keeping and reporting as set forth in No sublessee shall be permitted to further sublet all or any portion of the last PARAGRAPH NUMBERED 29(F) hereofsubleased space without Landlord's prior written consent. (ivb) TENANT gives LANDLORD Tenant shall submit all subleases to Landlord prior written notice of such subletting and/or concession or licenseto execution for Landlord's review and approval, and a copy of those portions of the subletting or concession/licensing documents relevant to the immediately preceding Section (iii) and the name, address, and telephone number of the sublessee, licensee or concessionaire. TENANT which shall not sublease all be unreasonably withheld or delayed more than fourteen (14) days after Landlord's receipt of any part of the unimproved property within the Leased Premises without first obtaining LANDLORD's consent. Any such sublease without LANDLORD's written consent shall be voidable and, at LANDLORD's election, shall constitute a default. LANDLORD shall have the right to approve or disapprove any such proposed sublease in LANDLORD's discretion. In the event of a sublease, the term of the sublease shall not extend beyond the term of this Lease and any and all subleases shall contain an attornment provision whereby the Sublessee shall recognize TENANT's successor in interest and a non-disturbance provision whereby TENANT's successor shall recognize the sublease so long as the Sublessee is not in default thereunder and shall otherwise be expressly made subject to all the terms and covenants and conditions of this Lease.

Sublease. TENANT may Lessee shall not assign the Lease in whole or in part, nor shall Lessee sublease a portion of the Leased Premises Engine to any person or TENANT's improvements on otherwise relinquish possession thereof to anyone other than Lessor for any purpose other than with the Leased Premises and/or grant a license or licenses or concession or concessions within the Leased Premises without the prior written consent of LANDLORD provided that: (i) Any subtenant, licensee or concessionaire does not occupy more than fifteen (15%) percent of the Leased Premises; (ii) Such use is permitted by PARAGRAPH NUMBERED 3 of this Lease; (iii) TENANT has executed a sublease agreement with subtenant which specifically provides for record keeping Lessor in its sole and reporting as set forth in the last PARAGRAPH NUMBERED 29(F) hereof. (iv) TENANT gives LANDLORD prior written notice of such subletting and/or concession or license, and a copy of those portions of the subletting or concession/licensing documents relevant to the immediately preceding Section (iii) and the name, address, and telephone number of the sublessee, licensee or concessionaire. TENANT shall not sublease all or any part of the unimproved property within the Leased Premises without first obtaining LANDLORD's consentcomplete discretion. Any such permitted sublease without LANDLORD's written consent (“Permitted Sublease”) shall be voidable and, at LANDLORD's election, in form and substance acceptable to Lessor and shall constitute a default. LANDLORD expressly provide that the rights of any sublessee shall have be expressly subject and subordinate to all the right to approve or disapprove any such proposed sublease in LANDLORD's discretion. In the event of a sublease, the term of the sublease shall not extend beyond the term terms of this Lease and any and Lessor’s rights to repossession pursuant to this Agreement. Lessee shall remain primarily liable hereunder for the performance of all subleases shall contain an attornment provision whereby the Sublessee shall recognize TENANT's successor in interest and a non-disturbance provision whereby TENANT's successor shall recognize the sublease so long as the Sublessee is not in default thereunder and shall otherwise be expressly made subject to all of the terms and covenants of this Lease to the same extent as if such Permitted Sublease had not occurred. Lessee will guarantee performance of all terms and conditions of this Lease on behalf of a permitted sublessee under a Permitted Sublease and will be responsible for any costs associated or incurred related to the performance of the Lease. No Permitted Sublease shall in any way discharge or diminish any of Lessee’s obligations to Lessor hereunder or constitute a waiver of Lessor’s rights or remedies hereunder, and Lessor’s rights shall continue as if such Permitted Sublease had not occurred. Any Permitted Sublease shall expressly prohibit any further sub-sublease or assignment or any other similar transfer of the Engine or rights thereto by the sublessee. Lessee shall provide to Lessor: (i) written notice of any Permitted Sublease hereunder (such notice to be given not later than 10 Business Days prior to entering into any sublease); (ii) such evidence as Lessor may require to demonstrate that such airline is solvent at the time that such sublease is entered into; (iii) a copy of the Permitted Sublease; and (iv) if Lessor so requests, an assignment of the Permitted Sublease to Lessor for security and a consent thereto from the Permitted Sublessee, in form and substance reasonably satisfactory to Lessor. Lessee shall be responsible for the reasonable out-of–pocket legal fees and expenses incurred by the Lessor in connection with any Permitted Sublease subject to Lessor providing Lessee with supporting documentation.

Sublease. TENANT may sublease a portion of Sublandlord hereby subleases to Subtenant and Subtenant hereby subleases from Sublandlord, the Leased Sublease Premises or TENANT's improvements on an "as-is," "where-is" basis, subject to the Leased Premises and/or grant a license or licenses or concession or concessions within the Leased Premises without the consent of LANDLORD provided that: (i) Any subtenantterms, licensee or concessionaire does not occupy more than fifteen (15%) percent of the Leased Premises; (ii) Such use is permitted by PARAGRAPH NUMBERED 3 of this Lease; (iii) TENANT has executed a sublease agreement with subtenant which specifically provides for record keeping covenants and reporting as conditions set forth in this Sublease. No representations or warranties of any kind have been made to Subtenant concerning the last PARAGRAPH NUMBERED 29(F) hereof. (iv) TENANT gives LANDLORD prior written notice of such subletting and/or concession or license, and a copy of those portions condition of the subletting Sublease Premises, nor have any promises to alter or concession/licensing documents relevant improve the Sublease Premises been made by Sublandlord or any party on behalf of Sublandlord. Subtenant is subleasing the Sublease Premises from Sublandlord after having had an opportunity to fully inspect the Sublease Premises and the right not to execute this Sublease if the results of said inspection were unacceptable. Therefore, Subtenant hereby agrees that the term "as is" means that upon having approved said inspection, it will sublease the Sublease Premises, without warranty or representation, either oral or written, or expressed or implied, as to the immediately preceding Section (iii) and the name, address, and telephone number physical condition of the sublesseeSublease Premises and/or the compliance of same with building, licensee or concessionairefire, health and zoning codes and other applicable laws, ordinances and regulations. TENANT shall not sublease all or any part of the unimproved property within the Leased Premises without first obtaining LANDLORD's consent. Any such sublease without LANDLORD's written consent shall be voidable and, at LANDLORD's election, shall constitute a default. LANDLORD shall have the right to approve or disapprove any such proposed sublease in LANDLORD's discretion. In the event of a sublease, the term of the sublease shall not extend beyond the term of this Lease and Sublandlord hereby expressly disclaims any and all subleases warranties or representations made to Subtenant, whether the same were made by any partner, officer, director or employee of Sublandlord or any other agent of same, such as a broker. At the termination of this Sublease, Subtenant shall contain an attornment provision whereby surrender the Sublessee Sublease Premises to Sublandlord in the condition received, reasonable wear and tear excepted and all improvements and/or modifications installed by Subtenant in the Sublease Premises (excluding only trade fixtures and equipment, furniture, furnishings and other moveable items) shall recognize TENANT's successor remain and be the property of Sublandlord, unless Sublandlord and/or Landlord otherwise notifies Subtenant to remove same, and repair all damage caused by such removal. For purposes hereof, the "rentable square feet" of the Sublease Premises set forth in interest Recital B above are hereby agreed to by Sublandlord and a non-disturbance provision whereby TENANT's successor shall recognize the sublease so long as the Sublessee is not in default thereunder Subtenant and shall otherwise not be expressly made subject to all the terms and covenants and conditions of this Leaserevision.

Sublease. TENANT (a) If Tenant is not in default of the Lease, Tenant may sublease sublet all or a portion of the Leased Premises to an Affiliate without Landlord's consent. (b) If Tenant is not in default of the Lease, Tenant may sublease all or TENANTa portion of the Premises to anyone, upon Landlord's improvements on prior written consent, which consent shall not be unreasonably withheld. (c) Any sublease of all or a portion of the Leased Premises and/or grant shall be in accordance with the terms and conditions of this Section 11 and all other applicable terms and conditions of this Lease. Tenant's request to sublease all or a license portion of the Premises to anyone other than an Affiliate shall be in the form of the Tenant's Notice as set forth in Section 11.1(d). (d) Any sublease of all or licenses or concession or concessions within any portion of the Leased Premises without must contain the consent of LANDLORD provided thatfollowing provisions, which provisions, whether contained in such sublease nor not, shall apply to such sublessee: (i) Any subtenant, licensee or concessionaire does not occupy more than fifteen (15%) percent Such sublease shall be subject and subordinate to all of the Leased Premises; provisions of this Lease (iiincluding all exhibits) Such use is permitted by PARAGRAPH NUMBERED 3 and any subsequent amendments of this Lease; (ii) At Landlord's option, in the event of cancellation or termination of this Lease for any reason or the surrender of this Lease, whether voluntarily, involuntarily, or by operation of law, prior to the expiration of such sublease, the subtenant shall make full and complete attornment to Landlord for the balance of the term of such sublease, provided that Landlord agrees in writing not to disturb subtenant's right to occupy the subleased area as long as such sublessee is in compliance with its obligations under such sublease. The subtenant shall execute and deliver to Landlord an agreement of attornment reasonably satisfactory to Landlord within five (5) days after requested by Landlord; and (iii) TENANT has executed a sublease agreement with subtenant which specifically provides for record keeping and reporting as set forth in No sublessee shall be permitted to further sublet all or any portion of the last PARAGRAPH NUMBERED 29(F) hereofsubleased space without Landlord's prior written consent. (ive) TENANT gives LANDLORD Tenant shall submit all subleases to Landlord prior written notice of such subletting and/or concession or licenseto execution for Landlord's review and approval, and a copy of those portions of the subletting or concession/licensing documents relevant to the immediately preceding Section (iii) and the name, address, and telephone number of the sublessee, licensee or concessionaire. TENANT which shall not sublease all be unreasonably withheld or delayed more than seven (7) days after Landlord's receipt of any part of the unimproved property within the Leased Premises without first obtaining LANDLORD's consent. Any such sublease without LANDLORD's written consent shall be voidable and, at LANDLORD's election, shall constitute a default. LANDLORD shall have the right to approve or disapprove any such proposed sublease in LANDLORD's discretion. In the event of a sublease, the term of the sublease shall not extend beyond the term of this Lease and any and all subleases shall contain an attornment provision whereby the Sublessee shall recognize TENANT's successor in interest and a non-disturbance provision whereby TENANT's successor shall recognize the sublease so long as the Sublessee is not in default thereunder and shall otherwise be expressly made subject to all the terms and covenants and conditions of this Lease.

Sublease. TENANT may This Lease is a sublease a portion and is subject to the terms of the Leased Master Lease. (a) Each of the terms and conditions of the Master Lease are incorporated herein by this reference, and the terms, conditions and respective obligations of Landlord and Tenant to each other under this Lease shall be the terms and conditions of the Master Lease, except for those provisions that are directly contradicted by this Lease, in which event the terms of this Lease shall control over the Master Lease. Except as may be otherwise provided in this Lease Tenant shall and hereby agrees to be subject to and bound by and to conform to the Master Lease with respect to the Premises and to satisfy all applicable terms and conditions of the Master Lease with respect to the Premises for the benefit of the Master Lessor, and that upon the breach of any of such terms, covenants or TENANTconditions of the Master Lease by Tenant or upon the failure of Tenant to pay rent or to comply with any provisions of this Lease, Landlord may exercise any and all rights and remedies granted to Master Lessor by the Master Lease, as well as any and all rights granted to Landlord by this Lease. It is further understood that Landlord shall not have any duty or obligations to Tenant under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Lease; provided, however, that Landlord shall not be liable to Tenant for any earlier termination of the Master Lease which is not due to Landlord's improvements on default, and Tenant agrees that any termination of the Leased Premises and/or grant a license or licenses or concession or concessions within Master Lease shall likewise terminate this Lease. The parties expressly agree that Landlord assumes none of the Leased Premises without Master Lessor's obligations as provided in the consent Master Lease. Tenant agrees to look solely to Master Lessor for performance of LANDLORD those obligations and to further hold Landlord harmless from any claim arising from Master Lessor's failure to perform its obligations, unless its failure is due to Landlord's breach of the Master Lease. (b) Except as otherwise expressly provided that: in this Lease, (i) Any subtenant, licensee or concessionaire does not occupy more than fifteen (15%) percent Tenant expressly assumes and agrees to conform and comply with all of the Leased Premises; terms, covenants and conditions of the Master Lease that are to be observed and performed thereunder by Landlord for the benefit of Master Lessor with respect to the Premises (other than payment of rent and other monetary amounts under the Master Lease which shall be paid by Landlord), and (ii) Such use is permitted Tenant shall indemnify, defend and save Landlord harmless from and against any loss, damage, cost and expense (including attorneys' fees) which Landlord may sustain or incur by PARAGRAPH NUMBERED 3 reason of this Lease; (iii) TENANT has executed a sublease agreement with subtenant which specifically provides for record keeping any failure on the part of Tenant to so observe and reporting as set forth in perform the last PARAGRAPH NUMBERED 29(F) hereofsame. (ivc) TENANT gives LANDLORD prior written notice of such subletting and/or concession or license, and a copy of those portions of the subletting or concession/licensing documents relevant to the immediately preceding Section (iii) and the name, address, and telephone number of the sublessee, licensee or concessionaire. TENANT shall not sublease all or any part of the unimproved property within the Leased Premises without first obtaining LANDLORD's consent. Any such sublease without LANDLORD's written consent shall be voidable and, at LANDLORD's election, shall constitute a default. LANDLORD shall have the right to approve or disapprove any such proposed sublease in LANDLORD's discretion. In the event of a sublease, the term of the sublease shall not extend beyond that during the term of this Lease the Master Lease shall be terminated or come to an end for any reason, this Lease and any subleases of all or a part of the Premises, or any assignments of this Lease, shall terminate and all subleases come to an end on the effective date of the termination of said Master Lease. Except with respect to a termination caused by a default by Landlord under the Master Lease, Landlord shall contain an attornment provision whereby not be liable to Tenant in any respect or to any extent for the Sublessee shall recognize TENANT's successor in interest and a non-disturbance provision whereby TENANT's successor shall recognize the sublease so long as the Sublessee cancellation or termination thereof except that, if Tenant is not then in default thereunder and in the payment of any sums due under this Lease, beyond the expiration of any applicable cure period, any sum paid by Tenant in advance shall otherwise be expressly made subject refunded by Landlord; the amount of such refund shall be computed on a per diem basis as of the date of termination. Notwithstanding the foregoing provisions of this Paragraph 23.20 if the reason for such termination of the Master Lease shall be a default on the sole part of Tenant with respect to all any of the terms and covenants and conditions of this Lease or the Master Lease, Landlord shall be entitled to recover from Tenant as liquidated damages at least an amount equal to the damages which Master Lessor shall be entitled to recover from Landlord in connection with such termination of the Master Lease.

Sublease. TENANT may sublease A. Subject to the terms below, Sublessor hereby leases to the Subtenant the Sublease Premises, as more particularly shown on Exhibit B attached to and made a portion part of this Sublease. Subtenant shall use and occupy the Subleased Premises solely in accordance with, and as permitted under, the terms of the Leased Premises or TENANT's improvements on the Leased Premises and/or grant a license or licenses or concession or concessions within the Leased Premises without the consent of LANDLORD provided that: Lease Agreement and for no other purpose. Subtenant shall (i) Any subtenantnot conduct, licensee nor permit to be conducted, on the Subleased Premises, any business which is in violation of any law or concessionaire does not occupy more than fifteen (15%) percent of the Leased Premises; governmental regulation, (ii) Such not bring or otherwise use on the Sublease Premises, any replication competent virus; and (ii) to the extent the responsibility of Sublessor under the Lease Agreement, maintain the Subleased Premises in accordance with the terms of the Lease Agreement. If Sublessor is permitted required by PARAGRAPH NUMBERED 3 Landlord pursuant to the terms of the Lease Agreement to reimburse Landlord for expenditures made by Landlord resulting from Subtenant’s breach of the terms of this Lease;Sublease, Subtenant shall pay to Sublessor all amounts demanded by Landlord no later than the earlier of: (i) ten (10) days after written demand by Sublessor, which demand shall include reasonable supporting documentation therefor, and (ii) two (2) days prior to the date when such payment is required to be made by Sublessor to Landlord. B. Sublease Rent: Throughout the Sublease Term, Subtenant shall pay to Sublessor fixed base rent per month (iii“Base Rent”) TENANT has executed a sublease agreement with subtenant which specifically provides at the rate of three thousand one hundred fifty-three U.S. Dollars and fifteen cents ($3,153.15). In addition to Base Rent, commencing on the Sublease Commencement Date and continuing throughout the Sublease Term, Subtenant shall pay to Sublessor at the place where Base Rent is payable all Operating Expenses, Taxes and all other Additional Rent payable by Sublessor under the Lease Agreement for record keeping the Sublease Premises only. For all such Additional Rent, Sublessor will be responsible for any underpaid amounts, as well as entitled to reimbursement of overpaid amounts, relating to the period prior to the Sublease Commencement Date (defined in Section 2 below). Subtenant will be responsible for any underpaid amounts, as well as entitled to reimbursement of overpaid amounts, first arising or accruing during the period from and reporting after the Sublease Commencement Date. 1 | Page C. All Base Rent and Additional Rent shall be due and payable without demand therefor and without any deduction, offset, abatement, counterclaim or defense, except as otherwise expressly set forth in herein. The monthly installments of Base Rent and Additional Rent payable on account of any partial calendar month during the last PARAGRAPH NUMBERED 29(F) hereofSublease Term, if any, shall be prorated on a per diem basis. Subtenant shall make payment for such rent by ACH payment or electronic funds transfer, provided that Sublessor has provided its account information. (iv) TENANT gives LANDLORD prior written notice D. This Sublease and all of such subletting and/or concession or license, Subtenant’s rights hereunder are subject and a copy of those portions of the subletting or concession/licensing documents relevant subordinate to the immediately preceding Section (iii) and the name, address, and telephone number of the sublessee, licensee or concessionaireLease Agreement. TENANT shall not sublease all or any part of the unimproved property within the Leased Premises without first obtaining LANDLORD's consent. Any such sublease without LANDLORD's written consent shall be voidable and, at LANDLORD's election, shall constitute a default. LANDLORD shall have the right to approve or disapprove any such proposed sublease in LANDLORD's discretion. In the event of a sublease, the term of the sublease shall not extend beyond the term of this Lease and any and all subleases shall contain an attornment provision whereby the Sublessee shall recognize TENANT's successor in interest and a non-disturbance provision whereby TENANT's successor shall recognize the sublease so So long as the Sublessee Subtenant is not in default thereunder hereunder (beyond applicable notice and cure periods), Sublessor shall otherwise not terminate the Lease Agreement without the prior consent of Subtenant (which may be expressly made subject granted or withheld in Subtenant’s sole discretion) unless Landlord agrees to all the terms and covenants and conditions of this Leaserecognize Subtenant as a direct tenant in conjunction with such termination.

Sublease. TENANT may sublease This Sublease and all the rights of parties hereunder are subject and subordinate to the MASTER LEASE AGREEMENT. Each party agrees that it will not, by its act or omission to act, cause a portion default under the MASTER LEASE AGREEMENT. In furtherance of the Leased Premises or TENANT's improvements on foregoing, the Leased Premises and/or grant a license or licenses or concession or concessions within parties hereby confirm, each to the Leased Premises without the consent of LANDLORD provided that: (i) Any subtenantother, licensee or concessionaire does that it is not occupy more than fifteen (15%) percent practical in this SUBLEASE to enumerate all of the Leased Premises; (ii) Such use is permitted by PARAGRAPH NUMBERED 3 rights and obligations of the various parties under the MASTER LEASE AGREEMENT and specifically to allocate those rights and obligations in this Sublease. Accordingly, in order to afford to CONTRACTOR the benefits of this Lease; (iii) TENANT has executed a sublease agreement with subtenant Sublease and of those provisions of the MASTER LEASE AGREEMENT which specifically provides for record keeping and reporting as set forth by their nature are intended to benefit the party in possession of the last PARAGRAPH NUMBERED 29(F) hereof. (iv) TENANT gives LANDLORD prior written notice of such subletting and/or concession or licenseLEASED PREMISES, and in order to protect GPA against a copy default by CONTRACTOR which might cause a default or event of those portions default by GPA under the MASTER LEASE AGREEMENT: Provided CONTRACTOR shall timely pay all charges as due under this Sublease. GPA shall pay, when and as due, the monthly tank rent lease fee, payable by GPA to OWNER under the MASTER LEASE AGREEMENT; Except as otherwise expressly provided herein, GPA shall perform its covenants and obligations under the MASTER LEASE AGREEMENT which do not require for its performance possession of the subletting LEASED PREMISES and which are not otherwise to be performed hereunder by CONTRACTOR on behalf of GPA. Except as otherwise expressly provided herein, CONTRACTOR shall perform all affirmative covenants and shall refrain from performing any act which is prohibited by the negative covenants of the MASTER LEASE AGREEMENT, where the obligation to perform or concession/licensing documents relevant refrain from performing is by its nature imposed upon the party in possession of the Premises. If practicable, CONTRACTOR shall perform affirmative covenants which are also covenants of GPA under the MASTER LEASE AGREEMENT at least five (5) days prior to the immediately preceding Section (iii) and date when GPA’s performance is required under the name, address, and telephone number of the sublessee, licensee or concessionaireMASTER LEASE AGREEMENT. TENANT shall not sublease all or any part of the unimproved property within the Leased Premises without first obtaining LANDLORD's consent. Any such sublease without LANDLORD's written consent shall be voidable and, at LANDLORD's election, shall constitute a default. LANDLORD GPA shall have the right to approve enter the Premises to cure any default by CONTRACTOR under this Section. GPA hereby grants to CONTRACTOR the right to receive all of the services and benefits with respect to the LEASED PREMISES which are to be provided by OWNER under the MASTER LEASE AGREEMENT. GPA shall have no duty to perform any obligations of OWNER which are, by their nature, the obligation of an OWNER or disapprove manager of real property. For example, GPA shall not be required to provide the services or repairs which the OWNER is required to provide under the MASTER LEASE AGREEMENT. GPA shall have no responsibility for or be liable to CONTRACTOR for any default, failure or delay on the part of OWNER in the performance or observance by OWNER of any of its obligations under the MASTER LEASE AGREEMENT, nor shall such proposed sublease default by OWNER affect this Sublease or waive or defer the performance of any of CONTRACTOR’s obligations hereunder except to the extent that such default by OWNER excuses performance by GPA, under the MASTER LEASE AGREEMENT. Notwithstanding the foregoing, the parties contemplate that OWNER shall, in LANDLORD's discretion. In fact, perform its obligations under the MASTER LEASE AGREEMENT and in the event of a subleaseany default or failure of such performance by OWNER, GPA agrees that it will, upon notice from CONTRACTOR, make demand upon OWNER to perform its obligations under the term MASTER LEASE AGREEMENT and, provided that CONTRACTOR specifically agrees to pay all costs and expenses of GPA and provides GPA with security reasonably satisfactory to GPA to pay such costs and expenses, GPA will take appropriate legal action to enforce the sublease shall not extend beyond the term of this Lease and any and all subleases shall contain an attornment provision whereby the Sublessee shall recognize TENANT's successor in interest and a non-disturbance provision whereby TENANT's successor shall recognize the sublease so long as the Sublessee is not in default thereunder and shall otherwise be expressly made subject to all the terms and covenants and conditions of this LeaseMASTER LEASE AGREEMENT.