Common use of Sublease Clause in Contracts

Sublease. 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 and is subject to all of the 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 Prime Lease caused by the other party. (c) This Sublease shall be of no force and effect until such time as the consent of 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 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) Subtenant shall not do, suffer or permit any act or omission under this Sublease or with respect to the Premises that would result in a default or breach of the Sublandlord’s obligations under the Prime Lease. (j) In the event of any conflict between the terms of this Sublease and the terms of the Prime Lease, the terms of this Sublease shall control unless the same would result in a violation of the Prime Lease.

Sublease. The parties agree and acknowledge that, notwithstanding anything Notwithstanding the references to this document as a "lease," Landlord is the contrary set forth elsewhere in this Sublease: (a) Sublandlord is leasing tenant of the Premises to Subtenant Project pursuant to a lease entitled "Subground Lease Agreement" dated as of June 4, 2004 made between Landlord, as subtenant, and GreDel Urban Renewal, L.L.C., as sublandlord ("PRIME LEASE") 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 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 with 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 LandlordLease in any manner that would adversely affect Tenant's rights under this Lease (other than to a de minimis extent) without Tenant's prior consent, which consent shall not be unreasonably withheld, conditioned or delayed. Only the terms and conditions contained in this Sublease is a sublease Lease, however, shall govern the rights and is subject to all obligations of Landlord and Tenant; it not being intended that any of the 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 or conditions of the Prime Lease caused by the other party. (c) This Sublease be deemed incorporated herein. Landlord shall be of no force and effect until such time as the consent of 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 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 obtain 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) Subtenant shall not do, suffer or permit any act or omission under this Sublease or with respect to the Premises that would result in a default or breach of the Sublandlord’s obligations landlord under the Prime Lease. (j) In , and from the event of any conflict between the terms of this Sublease and the terms fee owner of the Prime LeaseProject, the terms of this Sublease shall control unless the same would result subordination, non-disturbance and attornment agreements, in form and content substantially as attached hereto and made a violation of the Prime Lease.part hereof as SCHEDULE F. SIGNATURES ON FOLLOWING PAGE

Sublease. The parties agree and acknowledge that, notwithstanding anything to the contrary set forth elsewhere in this Sublease: (a) Sublandlord is leasing the Premises hereby subleases to Subtenant pursuant to the Prime Lease with the Prime LandlordSubtenant, 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 is a sublease and Premises is subject to all of the terms and provisions of the Prime LeaseMaster Lease as provided further in this Sublease. (b) If Sublandlord has executed another sublease agreement for the Prime 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 terminates Agreement) for any reason, then this Sublease shall automatically terminate, provided office space that becomes available on the foregoing shall not prevent a party hereto from exercising its rights first floor subject to terms and remedies set forth herein on account of a wrongful termination of the Prime Lease caused by the other party. (c) This Sublease shall be of no force and effect until such time as the consent of 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 conditions 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 Sublandlord is willing to sublease a portion of the First Floor of the building in which the Premises are located, Sublandlord shall notify Subtenant under this 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 First floor. Subtenant shall require the Prime Landlord’s consent, permission or approval have five (whether pursuant to this Sublease or the Prime Lease5) then, promptly following Sublandlord’s days after receipt of a Sublandlord's written request by Subtenant for such consent, permission or approval, Sublandlord will forward notice to indicate in writing its agreement to sublease 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 available first floor space under the Prime Lease sent to or from the Sublandlord. (i) Subtenant shall not do, suffer or permit any act or omission under this Sublease or with respect to the Premises that would result terms and conditions contained in a default or breach of the Sublandlord’s obligations under the Prime Lease. (j) Sublandlords notification. In the event of Subtenant rejects Sublandlord's offer on the available space or fails to respond within the five (5) day period, Sublandlord may then market the available space to any conflict between the terms of this Sublease and the terms of the Prime Lease, the terms of this Sublease shall control unless the same would result in a violation of the Prime Leasethird parties without further delay.

Sublease. The parties agree Except for the Permitted Subleases, Tenant may not sublease, license or grant concession rights as to (for convenience in this Article 26, “sublease”) any portion of the Premises without the Port’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed and acknowledge thatwhich 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 the Port, notwithstanding anything deliver to the contrary set forth elsewhere Port such information in this Sublease: 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) Sublandlord is leasing the Premises to Subtenant pursuant consent to the Prime Lease with the Prime Landlord, and this Sublease is a such proposed sublease and is or (b) to refuse such consent. Any such sublease shall be subject to all of the covenants, conditions, agreements and terms and 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 Prime LeasePort’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 (a) a Permitted Sublease (as that term is defined in Section 1.44); or (b) If a sublease for which Tenant has obtained the Prime Lease terminates 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 to maintain commercial liability insurance protecting against claims for any reasonbodily injury including death, then this Sublease shall automatically terminatepersonal injury and property damage in such amounts, provided and on such forms, as is commercially reasonable in light of the then-existing insurance and real estate markets, endorsed to name both Tenant and the Port Parties as additional insureds.loss payees. 26.1.4 Tenant agrees that the foregoing shall Port is not, and will not prevent be, responsible for the payment of any brokerage commissions, or finder’s fees or similar charges of any nature in connection with any sublease, and ▇▇▇▇▇▇ agrees to indemnify and hold the Port 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 party hereto from exercising its rights and remedies set forth herein on account commission by any broker or agent in connection with any sublease (including any direct relationship with any subtenant, licensee or concessionaire that may result by way of attornment). 26.1.5 Subject to the terms of a wrongful termination of Leasehold Mortgage, in the Prime Lease caused by the other party. (c) This Sublease shall be of no force and effect until such time as the consent of 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 event that any portion of the Premises as provided herein; provided that Sublandlord shall not be responsible for any acts of omissions of, is sublet or occupied by anyone other circumstances caused bythan Tenant, 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 Port may, upon an Event of the Premises as provided herein. (f) Sublandlord will not allow the Prime Lease to terminate by reason Default of the Sublandlord’s acts or omissions that did not result Tenant, collect rent from the acts subtenant, licensee, concessionaire or omissions of Subtenant in violation of this Sublease. (g) In occupant and apply 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 amount collected 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 Rent reserved under the Prime Lease sent to or from the Sublandlord. (i) Subtenant shall not do, suffer or permit any act or omission under this Sublease or with respect to the Premises that would result in a default or breach of the Sublandlord’s obligations under the Prime Lease. (j) In the event of any conflict between the terms of this Sublease and the terms of the Prime LeaseAgreement, the terms of but without thereby affecting Tenant’s liability under this Sublease shall control unless the same would result in a violation of the Prime LeaseAgreement.

Sublease. The parties agree This Sublease is subject to and acknowledge that, notwithstanding anything to the contrary set forth elsewhere subordinate in this Sublease: (a) Sublandlord is leasing the Premises to Subtenant pursuant all respects to the Prime Lease 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 Prime Landlordgiving of notice or the passage of time or both would be, and this Sublease is a sublease and is subject to all of the terms and provisions of the Prime Lease. (b) If default under the Prime Lease terminates for any reasonor could cause such a default. Not in limitation of the foregoing, then there is attached to this Sublease shall automatically terminateas Exhibit A, 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 copy of the Prime Lease caused by which Sublandlord hereby warrants and represents is a true and correct copy. Sublandlord hereby warrants and represents that except as set forth in Exhibit A, the other party. (c) This Sublease shall be of no Prime 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 until such time without default on the part of Sublandlord (as Tenant thereunder) 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 is obtained in writing. (d) to terminate this Sublease. 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 herein; provided further agrees that Sublandlord shall not be responsible for any acts of omissions of, or other circumstances caused by, the Prime Landlord. (e) Sublandlord it will not modify amend the Prime Lease in way any manner that would have a material adverse effect on Subtenant’s use will materially and occupancy of adversely affect the Premises as provided herein. (f) Sublandlord will not allow the Prime Lease to terminate by reason of the Sublandlord’s acts rights or omissions that did not result from the acts or omissions of Subtenant in violation of this Sublease. (g) In the event any action obligations of Subtenant under this Sublease shall require without in each instance obtaining the Prime Landlord’s consentprior written consent of Subtenant, permission which consent may be withheld or approval (whether pursuant conditioned at Subtenant's sole discretion; provided, however, Subtenant agrees to this Sublease 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) then, promptly following Sublandlord’s receipt of a written request except to the extent that the same have been assumed 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) Subtenant shall not do, suffer or permit any act or omission under this Sublease or with respect Sublease. Sublandlord agrees to the Premises that would result in a default or breach of the Sublandlord’s request Prime Landlord to perform its obligations under the Prime Lease. (j) In , to the event extent the same apply to the Sublease Premises. Sublandlord further agrees to deliver to Subtenant copies of any conflict between 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 notice, 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 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 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, Lease to the terms of extent required under this Sublease shall control unless the same would result in a violation of the Prime LeaseSublease.

Sublease. The parties agree Lessee shall not assign the Lease in whole or in part, nor shall Lessee sublease the Engine to any person or otherwise relinquish possession thereof to anyone other than Lessor for any purpose other than with the prior written consent of Lessor in its sole and acknowledge that, notwithstanding anything complete discretion. Any permitted sublease (“Permitted Sublease”) shall be in form and substance acceptable to Lessor and shall expressly provide that the contrary set forth elsewhere in rights of any sublessee shall be expressly subject and subordinate to all the terms of this Sublease: (a) Sublandlord is leasing the Premises Lease and Lessor’s rights to Subtenant repossession pursuant to this Agreement. Lessee shall remain primarily liable hereunder for the Prime Lease with the Prime Landlord, and this Sublease is a sublease and is subject to performance of all of the terms of this Lease to the same extent as if such Permitted Sublease had not occurred. Lessee will guarantee performance of all terms and provisions conditions of the Prime Lease. (b) If the Prime this 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 behalf of a wrongful termination of the Prime Lease caused by the other party. (c) This permitted sublessee under a Permitted Sublease shall be of no force and effect until such time as the consent of 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 herein; provided that Sublandlord shall not be responsible for any acts of omissions of, costs associated or other circumstances caused by, incurred related to 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 performance of the Premises 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 provided herein. (f) Sublandlord will if such Permitted Sublease had not allow the Prime Lease to terminate by reason occurred. Any Permitted Sublease shall expressly prohibit any further sub - sublease or assignment or any other similar transfer of the Sublandlord’s acts Engine or omissions that did not result from rights thereto by the acts or omissions of Subtenant in violation of this Sublease. (g) In the event any action of Subtenant under this Sublease sublessee. Lessee shall require the Prime Landlord’s consent, permission or approval (whether pursuant provide 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. Lessor: (i) Subtenant shall written notice of any Permitted Sublease hereunder (such notice to be given not do, suffer or permit later than 10 Business Days prior to entering into any act or omission under this Sublease or with respect sublease); (ii) such evidence as Lessor may require to demonstrate that such airline is solvent at the Premises time that would result in such sublease is entered into; (iii) a default or breach copy of the Sublandlord’s obligations under the Prime Lease. Permitted Sublease; and (jiv) In the event of any conflict between the terms of this Sublease and the terms if Lessor so requests, an assignment of the Prime LeasePermitted 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 terms of this reasonable out-of-pocket legal fees and expenses incurred by the Lessor in c01mection with any Permitted Sublease shall control unless the same would result in a violation of the Prime Leasesubject to Lessor providing Lessee with supp011ing documentation.

Sublease. The parties agree and acknowledge thatTenant shall have the right during the Term to sublease up to all or a portion of the Premises, notwithstanding anything to provided that all of the contrary set forth elsewhere in this Subleasefollowing conditions are satisfied: (a) Sublandlord is leasing the Premises to Subtenant pursuant to the Prime Lease with the Prime Landlord, and this Sublease is a sublease and is subject to If all or substantially all of the terms and provisions Premises 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 Prime Lease.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; (b) If the Prime Lease terminates for any reason, then this Sublease shall automatically terminate, provided that the foregoing Tenant shall not prevent a party hereto from exercising its rights and remedies set forth herein on account be relieved of a wrongful termination any liability for the performance of Tenant’s obligations under the Prime Lease caused by in the other party.event of any such sublease, regardless of whether Landlord shall have approved such sublease; (c) This Sublease Tenant shall be 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 no force and effect until such time as the consent of the Prime Landlord is obtained in writing.Tenant; (d) Sublandlord will exercise reasonable diligence in enforcing the obligations Tenant shall deliver a Transfer Notice as required by Section 10.3 below, time being 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 herein; provided that Sublandlord shall not be responsible for any acts of omissions of, or other circumstances caused by, the Prime Landlord.essence; (e) Sublandlord will not modify the Prime Lease in way that would have a material adverse effect on Subtenantsublessee’s use and occupancy of the Premises as provided herein.shall not violate any of the provisions of this Lease; (f) Sublandlord will not allow the Prime Lease prior to terminate by reason such sublessee’s occupation of the Sublandlord’s acts or omissions subleased premises, Tenant shall deliver to Landlord evidence that did not result from the acts or omissions sublessee is maintaining all insurance required to be maintained by Tenant hereunder, including, without limitation, evidence that Landlord has been named as an additional insured on any policy of Subtenant in violation of this Sublease.liaility insurance; (g) In such subletting does not invalidate any of the event any action of Subtenant insurance maintained by Landlord or required to be maintained under this Sublease shall require Lease or any Mortgage or violate any of 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 LandlordRequirements; 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.and (h) Sublandlord During any period when any space is available for lease in the Building or will promptly provide Subtenant with copies of all notices of default under the Prime Lease sent to or from the Sublandlord. (i) Subtenant become available within one year, Tenant shall not do, suffer or permit offer any act or omission under this Sublease or with respect to space within the Premises that would result for sublease, or enter into any sublease, which provides for a rate of rent per square foot of subleased space which, in a default or breach the aggregate, is lower than the aggregate rate of the Sublandlord’s obligations under the Prime Base Rent and Tax and Operating Expense Rent per square foot of space provided in this Lease. (j) In the event of any conflict between the terms of this Sublease and the terms of the Prime Lease, the terms of this Sublease shall control unless the same would result in a violation of the Prime Lease.

Sublease. The parties agree Sublandlord hereby subleases to Subtenant and acknowledge thatSubtenant hereby subleases from Sublandlord, notwithstanding anything the Sublease Premises on an "as-is," "where-is" basis, subject to the contrary terms, covenants and conditions set forth elsewhere in this Sublease: (a) . No representations or warranties of any kind have been made to Subtenant concerning the condition of the Sublease Premises, nor have any promises to alter or improve the Sublease Premises been made by Sublandlord or any party on behalf of Sublandlord. Subtenant is leasing 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 physical condition of the Sublease Premises and/or the compliance of same with building, fire, health and zoning codes and other applicable laws, ordinances and regulations. 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 broker. At the 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 pursuant 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 the Prime Lease with the Prime Landlordremove same, and this Sublease is a sublease and is subject to repair all damage caused by such removal. For purposes hereof, the "rentable square feet" of the 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 Premises set forth herein on account of a wrongful termination of the Prime Lease caused in Recital B above are hereby agreed to by the other party. (c) This Sublease shall be of no force Sublandlord and effect until such time as the consent of 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 Subtenant and occupancy of the Premises as provided herein; provided that Sublandlord shall not be responsible for any acts of omissions of, or other circumstances caused by, the Prime Landlordsubject to revision. (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) Subtenant shall not do, suffer or permit any act or omission under this Sublease or with respect to the Premises that would result in a default or breach of the Sublandlord’s obligations under the Prime Lease. (j) In the event of any conflict between the terms of this Sublease and the terms of the Prime Lease, the terms of this Sublease shall control unless the same would result in a violation of the Prime Lease.

Sublease. The parties agree and acknowledge thatPrior to subleasing any portion of the Leased Property, notwithstanding anything to the contrary set forth elsewhere in this Sublease: (a) Sublandlord is leasing the Premises to Subtenant pursuant to the Prime Lease Tenant must enter into a sublease license agreement with the Prime LandlordMAC. 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 Sublease is a Lease. No sublease and 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 the Prime Lease. (b) If the Prime this 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 Prime Lease caused by the other party. (c) This Sublease shall be of no force and effect until such time as the consent of 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 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 which permit MAC 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. Lease (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) Subtenant shall not do, suffer or permit any act or omission under this Sublease or with respect to the Premises that which would result in a default or breach termination of the Sublandlordsublease) if Tenant defaults in its performance of one or more of Tenant’s obligations under this Lease (whether or not the Prime Lease. (j) In the event of any conflict between the terms of this Sublease and Subtenant is in default under the terms of the Prime sublease). Tenant must include in any sublease (i) a provision whereby the Subtenant agrees, for the benefit of MAC, to indemnify MAC in a manner consistent with the indemnification provisions set forth in Section 13.3 [Indemnification] of this Lease; (ii) 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) a provision making the sublease subject and subordinate to this Lease; (iv) any provisions necessary to ensure that Tenant can comply fully with this Lease; and (v) all of the language set forth in the attached Exhibit C, which includes provisions on Environmental Responsibilities and Non- Discrimination [FAA requires that this provision in (v) be included in this Lease]; provided, however, that to the extent there are conflicts between any of the provisions of Exhibit C and this Lease, then the provision so included in the sublease shall conform to this Lease. Tenant shall provide a copy of 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 Subtenant on the Subtenant’s own aircraft. If Tenant has a Subtenant, Tenant shall (i) provide MAC in writing with the following information upon request by MAC Staff: the name, mailing address, airport address and telephone number of the Subtenant; and the aircraft make, model and registration number of each aircraft stored on the Leased Property pursuant to the sublease; and (ii) pay a sublease fee, according to the terms of this Sublease shall control unless the same would result set forth in a violation of the Prime LeaseOrdinance 107.

Sublease. The This Sublease and all the rights of parties agree hereunder are subject and acknowledge that, notwithstanding anything subordinate to the contrary set forth elsewhere MASTER LEASE AGREEMENT. Each party agrees that it will not, by its act or omission to act, cause a default under the MASTER LEASE AGREEMENT. In furtherance of the foregoing, the parties hereby confirm, each to the other, that it is not practical in this SUBLEASE to enumerate all of the 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 Sublease and of those provisions of the MASTER LEASE AGREEMENT which by their nature are intended to benefit the party in possession of the LEASED PREMISES, and in order to protect GPA against a default by CONTRACTOR which might cause a default or event of 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 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 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 (a5) Sublandlord days prior to the date when GPA’s performance is leasing required under the MASTER LEASE AGREEMENT. GPA shall have the right to enter the Premises to Subtenant pursuant cure any default by CONTRACTOR under this Section. GPA hereby grants to CONTRACTOR the Prime Lease with the Prime Landlord, and this Sublease is a sublease and is subject right to receive all of the terms services 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 Prime Lease caused by the other party. (c) This Sublease shall be of no force and effect until such time as the consent of 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 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) Subtenant shall not do, suffer or permit any act or omission under this Sublease or benefits with respect to the Premises that would result 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 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 a default the performance or breach observance by OWNER of the Sublandlord’s any of its obligations under the Prime Lease. (j) In MASTER LEASE AGREEMENT, nor shall such 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 fact, perform its obligations under the MASTER LEASE AGREEMENT and in the event of any conflict between 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 terms MASTER LEASE AGREEMENT and, provided that CONTRACTOR specifically agrees to pay all costs and expenses of this Sublease 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 terms of the Prime Lease, the terms of this Sublease shall control unless the same would result in a violation of the Prime LeaseMASTER LEASE AGREEMENT.

Sublease. The parties agree Lessee shall not assign the Lease in whole or in part, nor shall Lessee sublease the Engine to any person or otherwise relinquish possession thereof to anyone other than Lessor for any purpose other than with the prior written consent of Lessor in its sole and acknowledge that, notwithstanding anything complete discretion. Any permitted sublease (“Permitted Sublease”) shall be in form and substance acceptable to Lessor and shall expressly provide that the contrary set forth elsewhere in rights of any sublessee shall be expressly subject and subordinate to all the terms of this Sublease: (a) Sublandlord is leasing the Premises Lease and Lessor’s rights to Subtenant repossession pursuant to this Agreement. Lessee shall remain primarily liable hereunder for the Prime Lease with the Prime Landlord, and this Sublease is a sublease and is subject to performance of all of the terms of this Lease to the same extent as if such Permitted Sublease had not occurred. Lessee will guarantee performance of all terms and provisions conditions of the Prime Lease. (b) If the Prime this 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 behalf of a wrongful termination of the Prime Lease caused by the other party. (c) This permitted sublessee under a Permitted Sublease shall be of no force and effect until such time as the consent of 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 herein; provided that Sublandlord shall not be responsible for any acts of omissions of, costs associated or other circumstances caused by, incurred related to 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 performance of the Premises 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 provided herein. (f) Sublandlord will if such Permitted Sublease had not allow the Prime Lease to terminate by reason occurred. Any Permitted Sublease shall expressly prohibit any further sub-sublease or assignment or any other similar transfer of the Sublandlord’s acts Engine or omissions that did not result from rights thereto by the acts or omissions of Subtenant in violation of this Sublease. (g) In the event any action of Subtenant under this Sublease sublessee. Lessee shall require the Prime Landlord’s consent, permission or approval (whether pursuant provide 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. Lessor: (i) Subtenant shall written notice of any Permitted Sublease hereunder (such notice to be given not do, suffer or permit later than 10 Business Days prior to entering into any act or omission under this Sublease or with respect sublease); (ii) such evidence as Lessor may require to demonstrate that such airline is solvent at the Premises time that would result in such sublease is entered into; (iii) a default or breach copy of the Sublandlord’s obligations under the Prime Lease. Permitted Sublease; and (jiv) In the event of any conflict between the terms of this Sublease and the terms if Lessor so requests, an assignment of the Prime LeasePermitted 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 terms of this reasonable out-of–pocket legal fees and expenses incurred by the Lessor in connection with any Permitted Sublease shall control unless the same would result in a violation of the Prime Leasesubject to Lessor providing Lessee with supporting documentation.

Sublease. The parties agree and acknowledge that, notwithstanding anything to the contrary set forth elsewhere in this Sublease: (a) Sublandlord is leasing Tenant shall not sublease 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 Subtenant pursuant 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 Prime Lease with the Prime 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, and this Sublease is a ’s prior written approval to sublease and is subject to all part of the terms and provisions of Premises. Neither 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 Prime Lease caused by the other party. (c) This nor Tenant’s Sublease shall Form may be of no force and effect until such time as the consent of 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 materially modified without Landlord’s failure prior written approval, which approval may not be unreasonably withheld. Subleases are subordinate to perform such obligations would have a material adverse effect on Subtenant’s use and occupancy of the Premises this Lease. Subleases may not be recorded. Except as provided herein; provided that Sublandlord in Article 14.6 below, Subleases will terminate on the date this Lease expires or is terminated. Tenant 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 Subleases to Landlord within thirty (30) days of default under the Prime Lease sent to or from the Sublandlordeach Sublease’s effective date. (i) Subtenant shall not do, suffer or permit any act or omission under this Sublease or with respect to the Premises that would result in a default or breach of the Sublandlord’s obligations under the Prime Lease. (j) In the event of any conflict between the terms of this Sublease and the terms of the Prime Lease, the terms of this Sublease shall control unless the same would result in a violation of the Prime Lease.

Sublease. The parties agree and acknowledge that, notwithstanding anything to the contrary set forth elsewhere in this Sublease: (a) Sublandlord If Tenant is leasing not in default of the Lease, Tenant may sublet all or a portion of the Premises to Subtenant pursuant to the Prime Lease with the Prime an Affiliate without Landlord, and this Sublease is a sublease and is subject to all of the terms and provisions of the Prime Lease's consent. (b) If Tenant is not in default of the Prime Lease terminates for any reasonLease, then this Sublease shall automatically terminateTenant may sublease all or a portion of the Premises to anyone, provided that the foregoing upon Landlord's prior written consent, which consent shall not prevent a party hereto from exercising its rights and remedies set forth herein on account of a wrongful termination of the Prime Lease caused by the other partybe unreasonably withheld. (c) This Sublease Any sublease of all or a portion of the Premises shall be in accordance with the terms and conditions of no force this Section 11 and effect until such time as the consent all other applicable terms and conditions of this Lease. Tenant's request to sublease all or a portion of the Prime Landlord is obtained Premises to anyone other than an Affiliate shall be in writingthe form of the Tenant's Notice as set forth in Section 11.1(d). (d) Sublandlord will exercise reasonable diligence in enforcing the obligations Any sublease 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 all or any portion of the Premises as provided herein; must contain the following provisions, which provisions, whether contained in such sublease nor not, shall apply to such sublessee: (i) Such sublease shall be subject and subordinate to all of the provisions of this Lease (including all exhibits) 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 Sublandlord 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 not execute and deliver to Landlord an agreement of attornment reasonably satisfactory to Landlord within five (5) days after requested by Landlord; and (iii) No sublessee shall be responsible for permitted to further sublet all or any acts portion of omissions of, or other circumstances caused by, the Prime subleased space without Landlord's prior written consent. (e) Sublandlord will Tenant shall submit all subleases to Landlord prior to execution for Landlord's review and approval, which shall 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. be unreasonably withheld or delayed more than seven (f7) 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 days after Landlord’s consent, permission or approval (whether pursuant to this Sublease or the Prime Lease) then, promptly following Sublandlord’s '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 approvalsublease. (h) Sublandlord will promptly provide Subtenant with copies of all notices of default under the Prime Lease sent to or from the Sublandlord. (i) Subtenant shall not do, suffer or permit any act or omission under this Sublease or with respect to the Premises that would result in a default or breach of the Sublandlord’s obligations under the Prime Lease. (j) In the event of any conflict between the terms of this Sublease and the terms of the Prime Lease, the terms of this Sublease shall control unless the same would result in a violation of the Prime Lease.

Sublease. The parties agree If Tenant is not in default of the Lease, Tenant may sublease all or a portion of the Premises upon Landlord's prior written consent, which consent shall not be unreasonably withheld. Any sublease of all or a portion of the Premises shall be in accordance with the terms and acknowledge that, notwithstanding anything conditions of this Section 11 and all other applicable terms and conditions of this Lease. Tenant's request to sublease all or a portion of the contrary Premises shall be in the form of the Tenant's Notice as set forth elsewhere in this Sublease:Section 11.1(c). (a) Sublandlord is leasing Any sublease of all or any portion of the Premises must contain the following provisions, which provisions, whether contained in such sublease nor not, shall apply to Subtenant pursuant to the Prime Lease with the Prime Landlord, such sublessee: (i) Such sublease shall be subject and this Sublease is a sublease and is subject subordinate to all of the terms and provisions of this Lease (including all exhibits) and any subsequent amendments of this Lease; (ii) At Landlord's option, in the Prime 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) No sublessee shall be permitted to further sublet all or any portion of the subleased space without Landlord's prior written consent. (b) If the Prime Lease terminates Tenant shall submit all subleases to Landlord prior to execution for any reasonLandlord's review and approval, 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 Prime Lease caused by the other party. (c) This Sublease shall be of no force and effect until such time as the consent of 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 herein; provided that Sublandlord which shall not be responsible for any acts of omissions of, unreasonably withheld or other circumstances caused by, the Prime delayed more than fourteen (14) days after 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 '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 approvalsublease. (h) Sublandlord will promptly provide Subtenant with copies of all notices of default under the Prime Lease sent to or from the Sublandlord. (i) Subtenant shall not do, suffer or permit any act or omission under this Sublease or with respect to the Premises that would result in a default or breach of the Sublandlord’s obligations under the Prime Lease. (j) In the event of any conflict between the terms of this Sublease and the terms of the Prime Lease, the terms of this Sublease shall control unless the same would result in a violation of the Prime Lease.

Sublease. The parties agree and acknowledge that, notwithstanding anything to the contrary set forth elsewhere in this Sublease: (a) Sublandlord Sublessor and Sublessee acknowledge that this Lease is leasing the Premises to Subtenant pursuant to the Prime Lease with the Prime Landlord, and this Sublease is in fact a sublease of Sublessor’s leasehold interest under the Master Lease. Sublessee acknowledges that it has reviewed and is subject to all of it accepts the terms and provisions of the Prime Master Lease and hereby agrees that, in addition to all other covenants and obligations on the part of Sublessee under this Lease, Sublessee shall not engage in any act or omission that constitutes or causes a default under the Master Lease or that would, with the passage of time or the giving of notice or both, constitute or cause a default under the Master Lease. Without limiting the generality of the foregoing, Sublessee acknowledges that in all instances where the consent or approval of the Landlord under the Master Lease is 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 Landlord or any rights or privileges afforded to Landlord under the Master Lease, notwithstanding the fact that the exercise of such rights or privileges may be directed toward or have application to Sublessee in lieu of or in the place of Sublessor as tenant under the Master Lease. (b) If The Lease and all the Prime Lease terminates for any reasonrights of parties hereunder are subject and subordinate to the Master Lease. Each party agrees that it will not, then this Sublease shall automatically terminateby its act or omission to act, provided that cause a default under 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 Prime Lease caused by the other partyMaster Lease. (c) This Sublease Except as otherwise expressly provided herein, Sublessee shall be of no force perform all affirmative covenants and effect until such time as shall refrain from performing any act which is prohibited by the consent negative covenants of the Prime Landlord Master Lease, where the obligation to perform or refrain from performing is obtained by its nature imposed upon the party in writingpossession of the Premises or with rights to the parking spaces. Sublessor shall have the right to enter the Premises to cure any default by Sublessee under this Section. (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 herein; provided that Sublandlord shall not be responsible for Notwithstanding 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 provision to the Prime Landlord; provided that Sublandlord contrary, this Lease 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 terminate on the date the Master Lease terminates regardless of all notices of default under the Prime Lease sent to or from the Sublandlord. (i) Subtenant shall not do, suffer or permit any act or omission under this Sublease or with respect to the Premises that would result in a default or breach of the Sublandlord’s obligations under the Prime Lease. (j) In the event of any conflict between the terms of this Sublease and the terms of the Prime Lease, the terms of this Sublease shall control unless the same would result in a violation of the Prime Lease.cause

Sublease. The parties agree and acknowledge that, notwithstanding anything Sublessee acknowledges that Sublessor is a tenant of the Property pursuant to the contrary set forth elsewhere in Master Lease. Without limiting any of Sublessor’s obligations under this Sublease: , Sublessee’s occupancy rights hereunder are subject to the terms of the Master Lease and approval of this Sublease by the Landlord. Sublessee acknowledges receipt of a copy of the Master Lease. Sublessor hereby represents and warrants to Sublessee that (a) Sublandlord is leasing the Premises to Subtenant pursuant to the Prime Lease with the Prime Landlord, and this Sublease is a sublease and is subject to all copy of the terms Master Lease that Sublessor provided to Sublessee is true and provisions of the Prime Lease. complete in all material respects, (b) If the Prime Master Lease terminates for any reasonis in full force and effect and has not been subsequently amended or modified, 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 Prime Lease caused by the other party. (c) This Sublease shall be no event of Default (as that term is defined in the Master Lease) by Sublessor has occurred under the Master Lease, and no force and effect until such event has occurred or circumstances exist which, with the giving of notice or the passage of time as (or both), would constitute an event of Default by Sublessor under the consent of the Prime Landlord is obtained in writing. Master Lease, (d) Sublandlord will exercise reasonable diligence to the best of Sublessor’s knowledge, the Landlord is not in enforcing the obligations breach or violation of any term or provision 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 Master Lease, and occupancy of the Premises as provided 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) Subtenant shall not do, suffer or permit any act or omission under this Sublease or with respect to the Premises that would result in a default or breach of the Sublandlord’s obligations under the Prime Lease. (j) In the event of any conflict between the terms parties’ execution of this Sublease and Sublessee’s activities in compliance herewith shall not constitute an event of Default under the terms Master Lease. As a covenant to Sublessee under this Sublease, Sublessor shall perform each and all of its obligations as tenant under the Prime 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 terms Master Lease, unless it first obtains the written consent of this Sublease shall control unless the same 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 a violation an event of Default by Sublessor under the Prime 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. 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 This Lease with the Prime Landlord, and this Sublease is a sublease and is subject to all the terms of the 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 conditions 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 Prime 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 default, and Tenant agrees that any termination of the Master Lease shall likewise terminate this Lease. The parties expressly agree that Landlord assumes none of the Master Lessor's obligations as provided in the Master Lease. Tenant agrees to look solely to Master Lessor for performance of 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) If the Prime Lease terminates for any reasonExcept as otherwise expressly provided in this Lease, then this Sublease shall automatically terminate, provided that the foregoing shall not prevent a party hereto from exercising its rights (i) Tenant expressly assumes and remedies set forth herein on account of a wrongful termination agrees to conform and comply with all of the Prime terms, covenants and conditions of the Master Lease caused that are to be observed and performed thereunder by Landlord for the benefit of Master Lessor with respect to the Premises (other partythan payment of rent and other monetary amounts under the Master Lease which shall be paid by Landlord), and (ii) 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 reason of any failure on the part of Tenant to so observe and perform the same. (c) This Sublease In the event 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 no force and effect until such time as the consent all or a part of the Prime Landlord is obtained in writing. (d) Sublandlord will exercise reasonable diligence in enforcing Premises, or any assignments of this Lease, shall terminate and come to an end on the obligations effective date of the Prime termination of said Master Lease. Except with respect to a termination caused by a default by 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 herein; provided that Sublandlord Master Lease, Landlord shall not be responsible liable to Tenant in any respect or to any extent for the cancellation or termination thereof except that, if Tenant is not then in default in the payment of any acts sums due under this Lease, beyond the expiration of omissions ofany applicable cure period, or other circumstances caused by, any sum paid by Tenant in advance shall be refunded by Landlord; the Prime Landlord. (e) Sublandlord will not modify the Prime Lease in way that would have amount of such refund shall be computed on a material adverse effect on Subtenant’s use and occupancy per diem basis as of the Premises as provided herein. (f) Sublandlord will not allow date of termination. Notwithstanding the Prime Lease to terminate by foregoing provisions of this Paragraph 23.20 if the reason for such termination of the Sublandlord’s acts or omissions that did not result from Master Lease shall be a default on the acts or omissions sole part 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) Subtenant shall not do, suffer or permit any act or omission under this Sublease or Tenant with respect to the Premises that would result in a default or breach any of the Sublandlord’s obligations under terms and conditions of this Lease or the Prime 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. (j) In the event of any conflict between the terms of this Sublease and the terms of the Prime Lease, the terms of this Sublease shall control unless the same would result in a violation of the Prime Lease.

Sublease. The parties agree and acknowledge that, notwithstanding anything to the contrary set forth elsewhere in this Sublease: (a) Sublandlord Sublessor and Sublessee acknowledge that this Lease is leasing the Premises to Subtenant pursuant to the Prime Lease with the Prime Landlord, and this Sublease is in fact a sublease of Sublessor's leasehold interest under the Master Lease. Sublessee acknowledges that it has reviewed and is subject to all of it accepts the terms and provisions of the Prime Master Lease and hereby agrees that, in addition to all other covenants and obligations on the part of Sublessee under this Lease, Sublessee shall not engage in any act or omission that constitutes or causes a default under the Master Lease or that would, with the passage of time or the giving of notice or both, constitute or cause a default under the Master Lease. Without limiting the generality of the foregoing, Sublessee acknowledges that in all instances where the consent or approval of the Landlord under the Master Lease is 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 Landlord or any rights or privileges afforded to Landlord under the Master Lease, notwithstanding the fact that the exercise of such rights or privileges may be directed toward or have application to Sublessee in lieu of or in the place of Sublessor as tenant under the Master Lease. (b) If The Lease and all the Prime Lease terminates for any reasonrights of parties hereunder are subject and subordinate to the Master Lease. Each party agrees that it will not, then this Sublease shall automatically terminateby its act or omission to act, provided that cause a default under 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 Prime Lease caused by the other partyMaster Lease. (c) This Sublease Except as otherwise expressly provided herein, Sublessee shall be of no force perform all affirmative covenants and effect until such time as shall refrain from performing any act which is prohibited by the consent negative covenants of the Prime Landlord Master Lease, where the obligation to perform or refrain from performing is obtained by its nature imposed upon the party in writingpossession of the Premises or with rights to the parking spaces. Sublessor shall have the right to enter the Premises to cure any default by Sublessee under this Section. (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 herein; provided that Sublandlord shall not be responsible for Notwithstanding 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 provision to the Prime Landlord; provided that Sublandlord contrary, this Lease 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 terminate on the date the Master Lease terminates regardless of all notices of default under the Prime Lease sent to or from the Sublandlord. (i) Subtenant shall not do, suffer or permit any act or omission under this Sublease or with respect to the Premises that would result in a default or breach of the Sublandlord’s obligations under the Prime Lease. (j) In the event of any conflict between the terms of this Sublease and the terms of the Prime Lease, the terms of this Sublease shall control unless the same would result in a violation of the Prime Lease.cause

Sublease. The parties agree A. Landlord hereby subleases the Premises to Tenant and acknowledge thatTenant hereby subleases the Premises from Landlord, notwithstanding anything to on the contrary set forth elsewhere terms and conditions contained in this Sublease: (a) Sublandlord is leasing . If approved by the Prime Landlord, the Premises will be designated as Suite 650. Landlord shall deliver the Premises to Subtenant pursuant Tenant on the Commencement Date (as herein defined) in “as is” condition (except as otherwise set forth in this Sublease) subject to the Prime Lease with the Prime Landlord, and this Sublease is a sublease free of all other tenants and is subject occupants. B. Subject to all of the terms and provisions conditions of this Sublease, Landlord shall deliver the Prime Lease. (b) If Premises to Tenant prior to 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 Prime Lease caused by the other party. (c) This Sublease shall be of no force and effect until such time as Commencement Date promptly upon obtaining the consent of the Prime Landlord is obtained 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 writing. (d) Sublandlord will exercise reasonable diligence in enforcing the obligations of Section II.C below. Subject to Section XXIX below, if the Prime Landlord under does not grant its consent to this Sublease and the Prime Lease where 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 failure consent is granted. Tenant will not make any improvements or otherwise alter the Premises until the consent of Prime Landlord to perform such obligations would 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 a material adverse effect on Subtenant’s use and occupancy any right to re-measure the Premises; instead, each stipulates to the rentable square footage of the Premises as provided herein; provided that Sublandlord shall not be responsible for any acts of omissions of, or other circumstances caused by, the Prime Landlordstated in Recital B above. (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) Subtenant shall not do, suffer or permit any act or omission under this Sublease or with respect to the Premises that would result in a default or breach of the Sublandlord’s obligations under the Prime Lease. (j) In the event of any conflict between the terms of this Sublease and the terms of the Prime Lease, the terms of this Sublease shall control unless the same would result in a violation of the Prime Lease.

Sublease. 15.1 The parties agree and acknowledge thatTenant shall not have the right to sell, notwithstanding anything 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 contrary Premises or any portion thereof, Tenant shall give to Landlord its written notice, which notice shall set forth elsewhere in this Sublease: (ai) Sublandlord is leasing the Premises to Subtenant pursuant to identity, business and financial condition of the Prime Lease with the Prime Landlordproposed sub-tenant, and this Sublease is a sublease and is subject to all of (ii) the terms and provisions conditions of the Prime Lease. proposed sublease, and (biii) If and any other relevant information reasonably requested by Landlord. Unless Landlord shall expressly agree in writing to the Prime Lease terminates for contrary, no assignment or sublease shall modify or limit any reason, then this Sublease shall automatically terminate, provided right or power of Landlord hereunder or affect or reduce any obligation of Tenant hereunder. In the event that the foregoing shall not prevent a party hereto from exercising its rights and remedies set forth herein on account proposed sublease is of a wrongful termination portion of the Prime Lease caused by Premises, and Landlord consents to the other party. (c) This Sublease sublease, the rent in this lease shall be prorated between the portion proposed to be subleased and the balance of no force the Premises on a square foot basis. Tenant shall pay any costs associated with or resulting from any proposed sublease of the Premises. Landlord and effect until such time as Tenant hereby agree that the requirement that Tenant obtain Landlord's consent prior to mortgaging the Premises does not limit Tenant's right to, or require Tenant to obtain the consent of Landlord in the Prime Landlord is obtained in writingevent /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 (dincluding attorneys' fees) Sublandlord will exercise reasonable diligence in enforcing the obligations of the Prime Landlord under the Prime Lease where the Prime connection with Landlord’s failure to perform such obligations would have a material adverse effect on Subtenant’s use and occupancy of the Premises as provided 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) Subtenant shall not do, suffer or permit any act or omission under this Sublease or with respect to the Premises that would result in a default or breach of the Sublandlord’s obligations under the Prime Lease. (j) In the event 's review of any conflict between the terms of this Sublease and the terms of the Prime Lease, the terms of this Sublease shall control unless the same would result in a violation of the Prime Leaseproposed subletting or assignment.

Sublease. The parties agree Sublandlord hereby subleases to Subtenant and acknowledge thatSubtenant hereby subleases from Sublandlord, notwithstanding the Sublease 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 Sublease Premises, nor have any promises to alter or 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 physical condition of the Sublease Premises and/or the compliance of same with building, fire, health and zoning codes and other applicable laws, ordinances and regulations. 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 broker. At the 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 set forth elsewhere herein or in this Sublease: (a) Sublandlord is leasing 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 to Subtenant pursuant prior to the Prime Lease with the Prime LandlordCommencement Date (collectively, and this Sublease is a sublease and is subject to all of the 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 Prime Lease caused by the other party. (c) This Sublease shall be of no force and effect until such time as the consent of 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 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 SubleaseWork”). (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) Subtenant shall not do, suffer or permit any act or omission under this Sublease or with respect to the Premises that would result in a default or breach of the Sublandlord’s obligations under the Prime Lease. (j) In the event of any conflict between the terms of this Sublease and the terms of the Prime Lease, the terms of this Sublease shall control unless the same would result in a violation of the Prime Lease.

Sublease. The parties agree Provided there is no uncured monetary default by Tenant under this Lease, Tenant may sublease all or any portion of the Premises, and acknowledge thatmay assign, notwithstanding anything encumber, extend or renew any such sublease, from time to time during the contrary set forth elsewhere in this SubleaseTerm without Landlord’s consent (the “Project Subtenant Leases”), provided that all of the following requirements are satisfied: (ai) Sublandlord If requested by Landlord, District and/or any Fee Mortgagee, the subtenant under each Project Subtenant Lease (the “Project Subtenant”) shall have executed and delivered in recordable form to the 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) 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) 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 assigned its rights to the rent due under such Project Subtenant Lease to Landlord and that, except to the extent such rental payments are from time to time being made to the Tenant Leasehold Mortgagees, the Project Subtenant is leasing to make rental payments directly to. Landlord upon receiving any request therefor from Landlord. (iv) Such Project Subtenant Lease shall contain a provision requiring the Premises 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 to the effective date of any Project Subtenant Lease, or of any amendment or assignment thereof, Tenant shall submit a copy of 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 the Prime Lease with the Prime Landlord, and this Sublease is a sublease and is subject 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 all of the terms and provisions of the Prime terminate or enforce this Lease. (bB) 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 Prime Lease caused by the other party. (c) This Sublease shall be of no force and effect until such time as the consent of 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 herein; provided that Sublandlord The Project Subtenants shall not be responsible for evicted from 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 portion of the Premises as provided herein. (fPremises, nor shall any right of any Project Subtenant(s) Sublandlord will not allow the Prime under this Lease to terminate be affected in any way by reason of the Sublandlord’s acts any modification of 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 default 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) Subtenant shall not do, suffer or permit any act or omission under this Sublease or with respect to the Premises that would result in a default or breach of the Sublandlord’s obligations under the Prime Lease. (jC) In The leasehold estate of any Project Subtenant shall not be terminated or disturbed during the Term by reason of any default under this Lease, and Landlord will recognize and honor such subtenants occupying the Premises so long as the Project Subtenants are not in default of their respective agreements and the Project Subtenants agree to attorn to Landlord in the event of any conflict between Tenant’s default. Landlord may join a Project Subtenant in an action to terminate or enforce this Lease only if the terms Project Subtenant is in default of the provisions of this Sublease and the terms Lease or of the Prime Project Subtenant Lease, beyond any time given to the terms 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 Sublease shall control unless subparagraph 14(f)(vii) above and containing such other provisions reasonably requested by Tenant, which agreement may be recorded by Tenant in the same would result in a violation Official Records of the Prime LeaseSanta ▇▇▇▇▇ County, California.

Sublease. The parties agree Lessee may not sublease the Property or any Site without the prior written consent of the Lessor, unless (A) no Lease Default or Lease Event of Default shall have occurred and acknowledge be continuing at the inception of the sublease, and (B) the sublessee shall not be insolvent or bankrupt at the inception of the sublease. No sublease shall be permitted hereunder unless the rights of the sublessee thereunder are expressly subject and subordinate to this Lease and 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 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 (subject and subordinate to the Loan Documents) in all of Lessee's right, title and interest in and to the Arco Lease, to any Interim Term Permitted Leases and to all subleases of all or any portion of any 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 covenants or agreements under this Lease or covenants or agreements of Lessee, as sublessor, under any such Third Party Lease. Lessee shall have the right to 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, notwithstanding anything 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 order prohibiting the same obtained by or on behalf of Lessee shall be in effect, shall be entitled thereafter to collect such rents and other sums and shall apply all rents and such other sums collected in accordance with Section 5(d) of the Participation Agreement. Prior to the contrary set forth elsewhere in this Sublease: (a) Sublandlord is leasing occurrence of a Lease Event of Default, Lessee shall have the Premises right to Subtenant pursuant to the Prime Lease with the Prime Landlordmodify, and this Sublease is a sublease and is subject to extend, amend or terminate any or all of the terms and provisions of the Prime Lease. (b) If the Prime Third Party Leases. No Third Party 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 Prime Lease caused by the other party. (c) This Sublease hereafter entered into shall be of no force made by Lessee unless it contains a provision substantially as follows: "Lessee hereunder agrees that this Lease is subject and effect until such time as the consent of 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 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 subordinate 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 consentlease under which the lessor hereunder occupies the Property (the "Over▇▇▇▇▇", permission or approval. (h) Sublandlord will promptly provide Subtenant with copies of all notices of default under ▇nd the Prime lessor and its 26 Master Lease sent to or from the Sublandlord. (i) Subtenant shall not do, suffer or permit any act or omission under this Sublease or with respect to the Premises that would result in a default or breach of the Sublandlord’s obligations under the Prime Lease. (j) In the event of any conflict between the terms of this Sublease and the terms of the Prime Lease, the terms of this Sublease shall control unless the same would result in a violation of the Prime Lease.Agreement 28