Common use of Master Lease Clause in Contracts

Master Lease. A. All the obligations contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.

Master Lease. A. All the obligations contained in the Master Lease conferred This Sublease is and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor at all times subject and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, subordinate to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the each Master Lease. The terms, conditions and will otherwise fully respective obligations of Sublandlord and faithfully perform Subtenant to each other under this Sublease shall be the terms and conditions of the applicable Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform each Subleased Premises except for those provisions of a Master Lease which are directly contradicted by this Sublease in which event the terms of this Sublease shall control over such Master Lease. During the term of this Sublease and conditions for all periods subsequent for obligations which have arisen prior to the termination of this Sublease, Subtenant does hereby expressly assume and agree to perform and comply with, for the benefit of Sublandlord and the applicable Landlord, each and every obligation of tenant under a Master Lease. In the event of the expiration or termination of the Master Lease and for any reason whatsoever, this Sublease shall automatically terminate on the Sublease on its part to be performed. Neither date of the Sublessor nor Sublessee shall do expiration or cause to be done any act which would or might cause termination of the Master Lease, and Subtenant shall have no claim against Sublandlord of any kind whatsoever on account thereof, and the parties hereto shall thereupon be relieved of all liability and obligation hereunder, excepting liabilities and obligations which accrued or arose prior to the rights date of Sublessor as tenant under such termination or expiration. Subtenant shall not violate or breach any of the terms, covenants or conditions of any Master Lease nor do or fail to do or permit anything to be done which would violate, breach or be contrary to a Master Lease or cause such Master Lease to be endangered, cancelled, terminated, forfeited terminated or surrendered, or which would or might cause Sublessor forfeited. Subtenant is not hereby granted any of the rights granted to be in default thereunder or liable for any damage, claim or penalty. Sublessee agreesSublandlord, as an express inducement for Sublessor executing this Subleasetenant under a Master Lease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee including, without limitation, Sublandlord’s right to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevailexercise renewal term options.

Master Lease. A. All the obligations contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, This Sublease is subject to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the The provisions of the Master Lease and are incorporated into this Sublease which would permit Sublessee as though Sublandlord were the Master Landlord under the Master Lease and Subtenant were the Tenant under the Master Lease; provided, however, no representations or warranties made in the Master Lease by Master Landlord to do Sublandlord shall be incorporated into this Sublease as having been made by Sublandlord to Subtenant, and no representations or cause warranties made in the Master Lease by Sublandlord, as tenant thereunder, to Master Landlord shall be incorporated into this Sublease as having been made by Subtenant to Sublandlord. Subtenant has received a copy of the Master Lease. Neither party hereto will cause, or allow to be done caused by anyone acting by, through or under each party hereto, any act which is prohibited default under the Master Lease. Sublandlord shall promptly provide to Subtenant copies of all correspondence from Master Landlord to Sublandlord relating to the Master Lease and/or this Sublease. In the event the Master Lease terminates or expires for any reason, this Sublease shall automatically terminate as well. The rights and obligations created by the Master Lease then the provisions of which are conferred to or imposed upon Sublandlord as Tenant under the Master Lease are hereby conferred to and imposed upon Subtenant, and all of such rights conferred to the Master Landlord as Landlord under the Master Lease are hereby conferred to Sublandlord, as Sublandlord under this Sublease. Subtenant does hereby assume and agree to be bound by and perform all of the terms, covenants and conditions on Sublandlord’s part to be performed under the Master Lease. With respect to any such actions that Subtenant desires to take for which the Master Lease requires the approval or consent of Master Landlord, Subtenant shall prevailrequest such approval or consent from Sublandlord and Sublandlord shall request such approval or consent from Master Landlord.

Master Lease. A. All As applied to this Sublease the obligations contained words "Landlord" and "Tenant" as used in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor deemed to refer to Sublandlord and Sublessee Subtenant hereunder, respectively. Subtenant and this Sublease shall be subject in accordance with all respects to the Sublessor's Percentage terms of, and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when dueLandlord under, will perform Sublessor's insurance obligations under the Master Lease. Except as otherwise expressly provided herein, and will otherwise fully and faithfully perform the terms covenants, agreements, terms, provisions and conditions of the Master Lease with respect insofar as they relate to the Sublessor's Percentage. Sublessee covenants Sublease Premises and agrees to otherwise fully and faithfully perform insofar as they are not inconsistent with the terms of this Sublease are made a part of and conditions incorporated into this Sublease as if recited herein in full, and the rights and obligations of the Landlord and the Tenant under the Master Lease shall be deemed the rights and obligations of Sublandlord and Subtenant respectively hereunder and shall be binding upon and inure to the benefit of Sublandlord and Subtenant respectively. As between the parties hereto only, in the event of a conflict between the terms of the Master Lease and the terms of this Sublease, the terms of this Sublease on its part to be performedshall control. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under Subtenant agrees that whenever the Master Lease imposes any duties or obligations upon Tenant, including, but not limited, obligations to be endangeredprovide insurance coverages and evidence thereof, cancelledand to indemnify, terminated, forfeited defend and hold Landlord harmless from any claims arising from the use or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions occupancy of the Master Lease Sublease Premises, Subtenant shall be jointly and this Sublease which would permit Sublessee severally bound with Tenant on such obligation to do Landlord where any such obligations arise out of Subtenant's use or cause to be done any act which is prohibited by the Master Lease then the provisions occupancy of the Master Lease shall prevailSublease Premises.

Master Lease. A. All the obligations contained in the Master Lease conferred and imposed upon Sublessor (Except as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentageexpressly set forth below, respectively, except as modified and amended by this Sublease, Sublease and all rights of Subtenant hereunder are subject and privileges contained in subordinate to the terms, conditions and provisions of the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's PercentageLease. Sublessor covenants and agrees it will make payment Subtenant shall not violate any of the rentals reserved terms of the Master Lease. Notwithstanding anything contained herein, Sublandlord and Subtenant hereby agree that Subtenant shall not have any right to any portion of the proceeds of any insurance proceeds or awards belonging to Landlord under the Master Lease as on account of any loss or damage caused by fire, casualty or a Taking. Except for the payment of rent owed by Sublandlord under the Master Lease and when dueother obligations that Sublandlord is expressly required to satisfy under this Sublease, will Subtenant shall perform Sublessor's insurance and be bound by all of Sublandlord’s obligations under the Master Lease to the extent, but only to the extent, (i) such obligations first arise during the Term and (ii) (A) relate to the Subleased Premises or (B) the use of the Subleased Premises or the Project by Subtenant or any of its employees, agents, subtenants, contractors, representatives, guests or invitees. If Subtenant notifies Sublandlord of any default under the Master Lease by Landlord or any unsatisfied obligation that Landlord’s responsibility under the Master Lease, Sublandlord shall endeavor, in good faith and will otherwise fully and faithfully perform due diligence, to enforce the terms and conditions of the Master Lease with respect Lease; provided, nothing herein shall obligate Sublandlord to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on commence any litigation before Sublandlord deems it advisable in its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevailreasonable discretion.

Master Lease. A. All Notwithstanding anything in this Sublease to the obligations contrary, the rights of Sublessee shall be subject to the terms and conditions contained in the lease (“Master Lease conferred and imposed upon Sublessor (as Tenant thereinLease”) shall be borne by between Sublessor and the owner of the Leased Premises (the “Master Lessor''), as it may be amended from time to time. Sublessee in accordance shall assume and perform and comply with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment obligations of the rentals reserved lessee under the Master Lease to the same extent as if references to the Sublessor therein were references to Sublessee (all of which obligations are hereby incorporated herein), including, without limitation, the payment of any and when dueall costs, will perform Sublessor's insurance expenses, charges, fees, taxes, payments or other monetary obligations (except for minimum rent and percentage rent) for which Sublessor is liable or responsible under the Master Lease, and will otherwise fully and faithfully perform as such costs, expenses, charges, fees, taxes, payment or other monetary obligations come due. Sublessee shall not commit or permit to be committed on the terms and conditions Leased Premises any act or omission which shall violate any term or condition of the Master Lease with respect Lease. Notwithstanding anything in this Sublease to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform contrary, the terms and conditions effectiveness of this Sublease shall be conditioned upon Sublessor obtaining the written consent of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause Lessor (if such consent is required under the Master Lease), or in form and substance satisfactory to Sublessor, within ten (10) days of the rights of Sublessor as tenant under date hereof. If the Master Lease to be endangeredterminates for any reason, cancelled, terminated, forfeited or surrendered, or which would or might cause this Sublease shall terminate coincidentally therewith without any liability of Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevailSublessee.

Master Lease. Sublandlord is the Tenant and Xxxxxxx One Buckhead Plaza, L.P., is the Landlord (“Prime Landlord”) under a written Lease dated December 17, 2013 covering certain real property located at 0000 Xxxxxxxxx Xxxx, Xxxxxxx, XX 00000, containing approximately 2,895 rentable square feet on the third (3rd) floor, (“Master Premises”). Said Lease specifically described above, is herein referred to as the “Master Lease” and attached hereto as Exhibit A. All Capitalized terms used in this Sublease without definition shall have the obligations contained definition ascribed to such terms in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) Lease. This Sublease shall be borne of no force or effect unless consented to by Sublessor Prime Landlord in writing, pursuant to the consent terms and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained conditions defined in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, Lease. Except to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when dueexpressly modified herein, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the all terms and conditions of the Master Lease with respect to are incorporated into and made a part of this Sublease as if Sublandlord were the Sublessor's PercentageLandlord thereunder, Subtenant the Tenant thereunder, and the Premises the Master Premises. Sublessee covenants and agrees to otherwise fully and faithfully perform In the event of a conflict between the terms and conditions of the Master Lease this Sublease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause that of the Master Lease, or the rights of Sublessor as tenant under this Sublease will govern and control. Sublandlord warrants and represents to Subtenant that the Master Lease to be endangeredhas not been amended or modified, cancelledthat Sublandlord is not now, terminatedand as of the Commencement Date (herein defined) hereof will not be, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for breach of any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between of the provisions of the Master Lease Lease, and this Sublease which would permit Sublessee to do Sublandlord has no actual or cause to be done constructive knowledge of any act which claim by Landlord that Sublandlord is prohibited by the Master Lease then in default or breach of any of the provisions of the Master Lease. Neither Sublandlord or Subtenant shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability of obligations under this Sublease except as otherwise set forth in the following sentence. If the Master Lease terminates as a result of a default or breach either by Subtenant under this Sublease or by Sublandlord under the Master Lease, then the defaulting party shall be liable to the non-defaulting party for all quantifiable damage suffered as a result of such termination. Subtenant assumes and agrees to perform Sublandlord’s obligation under the Master Lease during the Term to the extent that such obligations are applicable to the Premises (as subsequently defined herein), except that the obligation to pay rent to Prime Landlord under the Master Lease shall prevailbe considered performed by Subtenant to the extent and in the amount that the “Base Rent” (as defined in this Sublease) is paid to Sublandlord in accordance herewith.

Master Lease. A. All the obligations contained in The parties acknowledge and agree that: (a) if the Master Lease conferred and imposed upon terminates for any reason (excluding any termination arising from Sublessor’s violation of (i) the proviso in clause (b) of this Section 16, or (ii) clause (c) of this Section 16), this Sublease shall terminate concurrently therewith without any liability of Sublessor to Sublessee; (as Tenant thereinb) Sublessor shall be borne by Sublessor and Sublessee in accordance with have the Sublessor's Percentage and the Sublessee's Percentageright, respectivelyat any time, except as modified and amended by this Sublease, and all rights and privileges contained in to terminate the Master Lease conferred upon Sublessor (as Tenant therein)Lease, are hereby conferred and imposed upon Sublesseeamend, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved or waive any provisions under the Master Lease and make any elections, exercise any right or remedy and give any consent or approval under the Master Lease without regard the Sublessee’s use of the Subleased Premises and without any liability to Sublessee in connection therewith; provided, however, that, so long as Sublessee is not in default under this Sublease, taking into account all applicable notice and when duecure periods, will perform Sublessor may not take any of the foregoing actions that adversely affect the Sublessee’s use of the Subleased Premises or increase any obligation on the part of Sublessee (including any changes in Rent) without obtaining the prior written consent of Sublessee, which consent may not be unreasonably withheld or delayed; (c) neither party shall do or permit anything to be done in, about or with respect to the Master Premises which would violate the Master Lease, and shall comply with all requirements and restrictions set forth in the Master Lease; (d) Sublessee shall obtain the prior written consent of Sublessor and Master Lessor with respect to any act which, if performed by Sublessor's insurance obligations , would require Master Lessor’s approval under the Master Lease, and will otherwise the consent of Sublessor may be withheld if Master Lessor’s consent is not obtained; (e) each provision under the Master Lease in which Sublessor is required to (i) indemnify, release or waive claims against Master Lessor and (ii) execute and deliver documents or notices to Master Lessor, shall be binding on Sublessee as if incorporated fully herein and faithfully perform shall run from Sublessee to both Master Lessor and Sublessor; and (f) this Sublease shall be at all times subject and subordinate to the terms Master Lease and conditions all present and future ground leases, deeds of trust or other encumbrances, and all renewals, modifications and replacements thereof affecting any portion of the Master Lease Premises. Sublessor will copy Sublessee on all written notices of termination or default delivered by Sublessor to Master Lessor with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.

Master Lease. A. All The Borrower shall not amend, modify or terminate and shall maintain those two (2) certain master leases by and between the obligations contained Borrower, as landlord, and Tradeport Development IV, LLC, a wholly owned Subsidiary of the Borrower, as master tenant (collectively, the “Master Lease”) of the entire Property in full force and effect until the earlier of (i) the Maturity Date; or (ii) such time as the Lender grants Borrower’s request for Lender’s consent to release and terminate the Master Lease conferred and imposed upon Sublessor (as Tenant therein) the “Master Lease Release Request”). The Lender’s consent to a Master Lease Release Request shall be borne subject to the satisfaction of the following conditions: (1) the Property is at least ninety percent (90%) occupied by Sublessor third party tenants not affiliated with the Borrower and Sublessee such tenants have commenced occupancy under their respective leases and commenced paying rent pursuant to leases permitted pursuant to, or otherwise approved by, the Lender in accordance with the Sublessor's Percentage Collateral Assignment; (2) the Borrower has provided the Lender with a current financial statement in accordance with Section 6.01(i) above, (3) the Borrower has provided financial statements confirming that the projected property operations at the Property (without taking into consideration the Master Lease) demonstrate an income which will result in amount equal to or greater than the Debt Service Coverage Ratio for a full twelve (12) calendar month period with the prospective year’s net operating income and debt service under the Sublessee's PercentageLoan, respectivelyall as determined by the Lender in its reasonable discretion; (4) no Event of Default has occurred or is continuing; (5) there exists no fact or condition which with the passage of time or giving of notice, except as modified or both, would constitute an Event of Default hereunder or under the Loan Documents; and amended by this Sublease, and all rights and privileges contained in (6) the Borrower has satisfied the Master Lease conferred upon Sublessor Reserve (as Tenant thereinhereinafter defined), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment Upon Borrower’s satisfaction of the rentals reserved under the foregoing conditions, Lender will approve Borrower’s Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be Release Request in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of writing whereupon the Master Lease shall prevailbe terminated and of no further force or effect.

Master Lease. A. (a) All the rights and obligations of TFS contained in the Master Lease as they relate to the Sublet Premises are hereby conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectivelyBrillian, except as expressly modified and amended by this Sublease. The rights of TFS in Sections 9, 15, 16, 17, 24(g), and all rights and privileges contained in 24(l) of the Master Lease are expressly not conferred upon Sublessor (as Tenant thereinBrillian and Brillian expressly acknowledges that it shall not be entitled to any of the rights of TFS in Sections 9, 15, 16, 17, 24(g), are hereby conferred and imposed upon Sublessee, to 24(l) of the extent of Sublessee's PercentageMaster Lease. Sublessor Brillian covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully to perform the terms and conditions of the Master Lease with respect as they relate to the Sublessor's Percentage. Sublessee covenants Sublet Premises and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the this Sublease on its part to be performed, including, but not limited to, all maintenance and repair obligations and all compliance with law obligations. Neither the Sublessor nor Sublessee Brillian shall not do or cause to be done or suffer or permit any act which to be done that would or might cause the Master Lease, or the rights of Sublessor TFS as tenant under the Master Lease Lease, to be endangered, cancelledcanceled, terminated, forfeited forfeited, or surrendered, or which that would or might cause Sublessor TFS to be in default thereunder or liable for any damage, claim claim, or penalty. Sublessee Brillian agrees, as an express inducement for Sublessor TFS’s executing this Sublease, that if there is any conflict between the provisions of this Sublease and the provisions of the Master Lease and this Sublease which that would permit Sublessee Brillian to do or cause to be done or suffer or permit any act which or thing to be done that is prohibited by the Master Lease Lease, then the provisions of the Master Lease shall prevail. All rights, remedies, and indemnifications given to the Master Landlord in the Master Lease are hereby given to TFS under this Sublease.

Master Lease. A. All Subtenant covenants that it will occupy the obligations contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee Subleased Premises in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect as they apply to the Sublessor's Percentage. Sublessee covenants Subleased Premises, and agrees will not suffer to otherwise fully and faithfully perform be done or omit to do any act which may result in a violation of or a default under any of the terms and conditions of the Master Lease, or render Sublandlord liable for any damage, charge or expense thereunder. Subtenant further covenants and agrees to indemnify Sublandlord against and hold Sublandlord harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (including reasonable attorneys’ fees) and damages of any kind or nature whatsoever arising out of, by reason of, or resulting from, (a) Subtenant’s breach or default in the performance of any terms, conditions, covenant or agreement of the Master Lease applicable to the Subleased Premises or this Sublease, (b) Subtenant’s occupancy of the Subleased Premises, the undertaking of any alterations, additions or improvements or repairs by Subtenant to the Subleased Premises or the conduct of Subtenant’s business on the Subleased Premises (including, without limitation, any use of Hazardous Materials by Subtenant or any person claiming by, through or under Subtenant, or any of the contractors, agents, servants, employees, licensees or invitees of Subtenant), and (c) any negligence or willful act of Subtenant or of any person claiming by, through or under Subtenant, or of the contractors, agents, servants, employees, licensees or invitees of Subtenant or any such person, in, on or about the Subleased Premises. Sublandlord covenants that it will maintain the Master Lease during the entire Sublease on its part Term, subject, however, to be performed. Neither any earlier termination of the Sublessor nor Sublessee shall do Master Lease not caused by the fault of Sublandlord under the Master Lease, and to comply with or perform or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant performed Sublandlord’s obligations under the Master Lease to be endangered, cancelled, terminated, forfeited or surrenderedthe extent not the responsibility of Subtenant hereunder. Sublandlord shall not agree to, or which would take any actions giving rise to, any amendment, modification or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Subleasetermination of the Master Lease, that if there is any conflict between materially increases the provisions financial obligation of Subtenant under this Sublease or otherwise materially and adversely impacts the rights of Subtenant hereunder or Subtenant’s use of the Subleased Premises (except Sublandlord may exercise its express termination rights in accordance with the terms of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by but shall not otherwise voluntarily terminate the Master Lease then and/or surrender possession of the provisions Subleased Premises to Master Landlord prior to the expiration of the Sublease Term). With respect to any obligation of Subtenant to be performed under this Sublease, unless otherwise expressly stated in this Sublease, wherever the Master Lease grants to Sublandlord a specified number of days after notice or other time condition to perform its corresponding obligation under the Master Lease (excluding the payment of Rent), Subtenant shall prevailhave two (2) fewer business days to perform the obligation, including, without limitation, curing any defaults. Any default notice or other notice of any obligations (including any billing or invoice for any Rent or any other expense or charge due under the Master Lease) from Master Landlord which is received by Subtenant (whether directly or as a result of being forwarded by Sublandlord) shall constitute such notice from Sublandlord to Subtenant under this Sublease without the need for any additional notice from Sublandlord.

Master Lease. A. All Sublessor is the lessee of the premises by virtue of a lease (the “Master Lease”), a copy of which is attached hereto, wherein Hastings College of the Law is the lessor (“Master Lessor”). This sublease is and shall at all times be subject and subordinate to the master lease. The terms, conditions, and respective obligations contained in the Master Lease conferred of sublessor and imposed upon Sublessor (as Tenant therein) sublessee to each other under this sublease shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Leasemaster lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable except for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the those provisions of the Master Lease master lease that are directly contradicted by this sublease, in which case the terms of this sublease shall control over the master lease. Therefore, for the purposes of construing the terms of this sublease, wherever in the master lease the word “lessor” or “Hastings” is used, it shall be deemed to mean “sublessor” or “tenant” herein, and wherever in the master lease the word “lessee” or “tenant” is used, it shall be deemed to mean “sublessee” or “sub-tenant” herein. During the term of this Sublease which would permit Sublessee sublease, and for all periods subsequent, for obligations that have arisen prior to do or cause the termination of this sublease, sublessee does hereby expressly assume and agree to perform and comply with, for the benefit of sublessor and master lessor, each and every obligation of sublessor under the master lease, and to be done bound by all restrictions and prohibitions under the master lease. Sublessee shall hold sublessor free and harmless from al liability, judgments, costs, damages, claims, or demands, including reasonable attorneys’ fees, arising out of sublessee’s failure to comply with or perform sublessee’s assumed obligations under the master lease, or out of sublessee’s failure to adhere to particular restrictions or prohibitions contained in the master lease. Sublessee understands and agrees that sublessee’s violation of any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.terms of the master lease will be regarded as a breach of this agreement, subject to Section 3 of this agreement. Sublessee also agrees to indemnify sublessor/tenant for any fees, liability, or damages levied against sublessor by Hastings as a result of sublessee’s actions or omissions in violation of this agreement or the master lease. Sublessor agrees to maintain the master lease during the entire term of this sublease, subject, however, to any earlier termination of the master lease without the fault of the sublessor, and to comply with or perform sublessor’s obligations under the master lease, and to hold sublessee free and harmless from all liability, judgments, costs, damages, claims, or demands arising out of sublessor’s failure to comply with or perform sublessor’s obligations, or out of sublessor’s failure to adhere to particular restrictions or prohibitions contained in the master lease. Sublessor represents to sublessee that the master lease is in full force and effect and that no default exists on the part of any party to the master lease. The signature of Tower Property Management at the end of this document constitutes Hastings’ consent to the terms of this sublease agreement, and certifies that, to the best of Hastings’ knowledge, no default presently exists under the master lease, including obligations to be performed by sublessor, and that the master lease is in full force and effect. DATE: / / Signature of Pansy Mar Tower Property Management DATE: / / Signature of Tenant/Sublessor Signature of Sub-tenant/Sublessee DATE: / /

Master Lease. A. All (a) This Sublease is subject to, and Sublessee accepts subject to, all the obligations terms, covenants, provisions, conditions and agreements contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentagematters, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in if any to which the Master Lease conferred upon Sublessor (as Tenant therein)is subject and subordinate. This Sublease shall also be subject to, are hereby conferred and imposed upon SublesseeSublessee accepts subject to, any amendments and supplements to the extent of Master Lease made subsequent to this Sublease so long as any such amendments and supplements shall not adversely affect Sublessee's Percentagequiet enjoyment of Subleased Premises. Sublessor covenants Notwithstanding the preceding sentence to the contrary, no consent, waiver, amendment, or other change by Master Landlord of Sublessor's obligations and agrees it will make payment of the rentals reserved liabilities as tenant under the Master Lease shall reduce, limit or expand Sublessee's obligations and liabilities to Sublessor hereunder or diminish Sublessee's rights hereunder unless Sublessee, Sublessor and Master Landlord shall have agreed in writing that such consent, waiver, amendment or change shall be effective hereunder. Except as and when dueset forth in subparagraph (b) below, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. are incorporated in this Sublease as though fully set forth herein, and, except as set forth below, Sublessee covenants shall perform, observe and agrees to otherwise fully and faithfully perform be bound by all of the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither performed and observed by the Tenant thereunder, insofar as the same are applicable to the Subleased Premises; Sublessor nor Sublessee shall do perform, observe and be bound by, or cause take commercially reasonable measures to be done any act which would or might cause the Master LeaseLandlord to perform and observe, or all of the rights terms and conditions of Sublessor as tenant under the Master Lease to be endangeredperformed or observed by the Landlord thereunder, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor insofar as the same are applicable to be in default thereunder or liable for any damage, claim or penalty. the Subleased Premises; Sublessee agreesshall have, as an express inducement to Sublessor, all of the rights and benefits arising and accruing to the Tenant under the Master Lease; and Sublessor shall have, as to Sublessee, all of the rights and benefits arising or accruing to the Landlord under the Master Lease. Notwithstanding the foregoing, Sublessor shall not be liable to Sublessee for Sublessor executing this Subleaseperformance or non-performance of the obligations of Master Landlord under the Master Lease, that if there is and Sublessee shall look solely to and hold solely responsible the Master Landlord for the performance of such obligations. If Master Landlord shall default in the performance of any conflict between the provisions of its obligations under the Master Lease with respect to the Subleased Premises, Sublessee shall have the right to take such action in its own name and, for that purpose and this Sublease which would permit Sublessee only to do or cause to be done any act which is prohibited by such extent, all of the rights of Sublessor under the Master Lease then the provisions of the Master Lease shall prevail.hereby are conferred upon and assigned to Sublessee, and Sublessee hereby is subrogated to such

Master Lease. A. All As applied to this Sublease, the obligations contained words "Landlord" and "Tenant" as used in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor deemed to refer to Sublandlord and Sublessee Subtenant hereunder, respectively. Subtenant and this Sublease shall be subject in accordance with all respects to the Sublessor's Percentage terms of, and the Sublessee's Percentagerights of the Landlord under, respectively, except the Master Lease. Except as modified and amended by this Subleaseotherwise expressly provided herein, and without limitation, all rights and privileges contained in of the sections of the Master Lease conferred upon Sublessor (insofar as Tenant therein), are hereby conferred and imposed upon Sublessee, they relate to the extent Subleased Premises and insofar as they are not inconsistent with the terms of Sublessee's Percentage. Sublessor covenants this Sublease are made a part of and agrees it will make payment incorporated into this Sublease as if recited herein in full, and the rights and obligations of the rentals reserved Landlord and the Tenant under such sections of the Master Lease as shall be deemed the rights and when due, will perform Sublessor's insurance obligations under of Sublandlord and Subtenant respectively hereunder and shall be binding upon and inure to the benefit of Sublandlord and Subtenant respectively. Subtenant further covenants and warrants that in addition to the specific sections of the Master LeaseLease referenced above (1) it fully understands and agrees to be subject to, and will otherwise fully and faithfully perform the terms bound by all other covenants, agreements, terms, provisions, and conditions of the Master Lease with respect to the Sublessorextent they apply to the Subleased Premises; and (2) that Subtenant shall fully perform all of Sublandlord's Percentageobligations under the Master Lease to the extent they apply to the Subleased Premises. Sublessee covenants Furthermore, Subtenant and agrees Sublandlord further covenant not to otherwise fully and faithfully take any action or do or perform any act or fail to perform any act which would result in the failure or breach of any of the covenants, agreements, terms, provisions or conditions of the Master Lease on the part of the Tenant thereunder. As between the parties hereto only, in the event of a conflict between the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights terms of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions terms of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevailcontrol.

Master Lease. A. (a) All the rights and obligations of TFS contained in the Master Lease as they relate to the Sublet Premises are hereby conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectivelyBrillian, except as expressly modified and amended by this Sublease. The rights of TFS in Sections 9, 15, 16, 17, 24(g), and all rights and privileges contained in 24(l) of the Master Lease are expressly not conferred upon Sublessor (as Tenant thereinBrillian and Brillian expressly acknowledges that it shall not be entitled to any of the rights of TFS in Sections 9, 15, 16, 17, 24(g), are hereby conferred and imposed upon Sublessee, to 24(l) of the extent of Sublessee's PercentageMaster Lease. Sublessor Brillian covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully to perform the terms and conditions of the Master Lease with respect as they relate to the Sublessor's Percentage. Sublessee covenants Sublet Premises and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the this Sublease on its part to be performed, including, but not limited to, all maintenance and repair obligations and all compliance with law obligations. Neither the Sublessor nor Sublessee Brillian shall not do or cause to be done or suffer or permit any act which to be done that would or might cause the Master Lease, or the rights of Sublessor TFS as tenant under the Master Lease Lease, to be endangered, cancelledcanceled, terminated, forfeited forfeited, or surrendered, or which that would or might cause Sublessor TFS to be in default thereunder or liable for any damage, claim claim, or penalty. Sublessee Brillian agrees, as an express inducement for Sublessor TFS's executing this Sublease, that if there is any conflict between the provisions of this Sublease and the provisions of the Master Lease and this Sublease which that would permit Sublessee Brillian to do or cause to be done or suffer or permit any act which or thing to be done that is prohibited by the Master Lease Lease, then the provisions of the Master Lease shall prevail. All rights, remedies, and indemnifications given to the Master Landlord in the Master Lease are hereby given to TFS under this Sublease.

Master Lease. A. All (a) Sublessee acknowledges that it has read the obligations contained in attached copy of the Master Lease conferred and imposed upon Sublessor (as Tenant therein) agrees that this Sublease shall be borne by Sublessor subject and Sublessee subordinate to the provisions thereof. Except as otherwise expressly provided to the contrary in accordance with this Sublease or except to the Sublessor's Percentage and extent the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in provisions of the Master Lease are inconsistent herewith or otherwise inapplicable (i) all of the rights and obligations conferred upon Sublessor or imposed by the Master Lease on the "Lessee" thereunder (as Tenant therein), to the extent the same relate to the Premises) are hereby conferred and imposed upon Sublessee, Sublessee and all of the rights conferred by the Master Lease upon the "Lessor" thereunder (to the extent of Sublessee's Percentage. the same relate to the Premises) are hereby conferred on Sublessor covenants and agrees it will make payment (ii) the provisions of the rentals reserved Master Lease applicable to the Premises are hereby incorporated herein by reference as if Sublessor were the "Lessor" and Sublessee were the "Lessee" thereunder; provided, however that the time limits contained in the Master Lease for the giving of notices, making of demands, or performing of any act, condition or covenant on the part of Sublessee as "Lessee" under the Master Lease are shortened for the purposes of incorporation herein so that in each instance Sublessee shall have two (2) business days less time to observe or perform under this Sublease than Sublessor has as and when due, will perform Sublessor's insurance obligations tenant under the Master Lease, and will otherwise fully and faithfully perform for the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of exercise by Sublessor as tenant "Lessor" under the Master Lease of any right, remedy or option are lengthened so that in each instance Sublessor shall have two (2) business days more time to be endangered, cancelled, terminated, forfeited observe or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing perform under this Sublease, that if there is any conflict between the provisions of Sublease than the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by Lessor has as landlord under the Master Lease then the provisions of the Master Lease shall prevailLease.

Master Lease. A. All (a) Except as otherwise expressly provided in Subsection 2(b) below, the obligations contained in the Master Lease conferred covenants, agreements, provisions and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent conditions of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, are made a part of and will incorporated into this Lease as if recited in full in this Lease, except that the following sections of the Master Lease are not incorporated by reference: Articles 1, 2, 3.01, 2nd paragraph of 3.03, 3.05, 2nd paragraph of 4.01(a), 4.05, 5.01, 5.02, 5.03, 5.04, 6, 8, 12, 16 and 21. Except as otherwise fully and faithfully perform expressly modified in this Lease, this Lease is subject to all of the terms and conditions of the Master Lease with respect Lease. As applied to this Lease, the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of word tenant in the Master Lease and will be deemed to refer to Tenant under this Lease. The obligations of the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease (other than the obligation to pay rent under the Master Lease) will be endangereddeemed the obligations of the Tenant under this Lease and the rights of the landlord under the Master Lease will be deemed the rights of the Landlord under this Lease. Tenant hereby assumes and agrees to perform the obligations of Landlord as Tenant under the Master Lease to the extent such terms and conditions are applicable to the Premises subleased pursuant to this Lease. As between the parties to this Lease only, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any the event of a conflict between the provisions terms of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by Lease, the terms of this Lease will control. Notwithstanding the foregoing, Landlord does not assume the obligations of Master Lease then Landlord under the provisions of the Master Lease, but shall use commercially reasonable efforts in attempting to cause Master Landlord to perform its obligations under the Master Lease shall prevailfor the benefit of Tenant.

Master Lease. A. All 7.1 Sublessor is the obligations contained in lessee of the Premises by virtue of a lease, hereinafter the "Master Lease", wherin XXXXXXX XXXXXXX LLC is the lessor, hereinafter the "Master Lessor". 7.2 This Sublease is and shall be at all times subject and subordinate to the Master Lease conferred Lease. 7.3 The terms, conditions and imposed upon Sublessor (as Tenant therein) shall be borne by respective obligations of Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by to each other under this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform Sublease shall be the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable except for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the those provisions of the Master Lease and which are directly contradicted by this Sublease in which would permit Sublessee to do or cause to be done any act which is prohibited by event the terms of this Sublease document shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease then the provisions of word "Lessor" is used it shall be deemed to mean the Sublessor herein and wherever in the Master Lease the word "Lessee" is used it shall prevail.be deemed to mean the Sublessee herein. 7.4 During the term of this Sublease and for all periods subsequent for obligations which have arisen prior to the termination of this Sublease, Sublessee does hereby expressly assume and agree to perform and comply with, for the benefit of Sublessor and Master Lessor, each and every obligation of Sublessor under the Master Lease except for the following paragraphs which are excluded therefrom: N/A . 7.5 The obligations that Sublesee has assumed under paragraph 7.4 hereof are hereinafter referred to as the "SUBLESSEE'S ASSUMED OBLIGATIONS". The obligations that sublessee has not assumed under paragraph 7.4 hereof are hereinafter referred to as the "SUBLESSOR'S REMAINING OBLIGATIONS". 7.6 Sublessee shall hold Sublessor free and harmless from all liability, judgments, costs, damages, claims or demands, including reasonable attorneys fees, arising out of Sublessee's failure to comply with or perform Sublessee's Assumed Obligations. AD ---- ------- ---- ------- Initials Page 4 of 8 Initials

Master Lease. A. All . This Sublease and all of Sublessee's rights hereunder are and shall remain in all respects subject and subordinate to (i) all of the obligations contained in terms and provisions of the Master Lease, a copy of which (except for the rent and certain other financial provisions) has been delivered to Sublessee, (ii) any and all amendments of the Master Lease conferred or supplemental agreements relating thereto hereafter made between Landlord and imposed upon Sublessor (as Tenant therein) shall copies of which Sublessor agrees to deliver to Sublessee except for the rent and certain other financial provisions which may be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublesseeprovided, to the extent of however, that Sublessor shall not enter into any such amendments or supplemental agreements that shall (1) adversely affect Sublessee's Percentage. Sublessor covenants and agrees it will make payment rights hereunder, (2) increase Sublessee's obligations hereunder other than in an immaterial way, (3) decrease the size of the rentals reserved under Premises, or (4) shorten the Master Lease term hereof and (iii) any and all matters to which the tenancy of Sublessor, as and when due, will perform Sublessor's insurance obligations tenant under the Master Lease, is or may be subordinate. Sublessee shall in no case have any rights under this Sublease greater than Sublessor's rights as tenant under the Master Lease. The foregoing provisions shall be self-operative and will otherwise fully no further instrument of subordination shall be necessary to effectuate such provisions unless required by Landlord or Sublessor, in which event Sublessee shall, within ten (10) business days of any demand by Landlord or Sublessor, at any time and faithfully perform from time to time, execute, acknowledge and deliver to Sublessor and Landlord any and all instruments that Sublessor or Landlord may deem reasonably necessary or proper to confirm such subordination of this Sublease, and the terms and conditions rights of Sublessee hereunder. Sublessee hereby appoints Sublessor its attorney in fact, coupled with an interest, for the purpose of executing any such instrument of subordination if Sublessee shall fail to execute, acknowledge and/or deliver any such instrument of subordination within ten (10) business days after Landlord's or Sublessor's demand therefor. . Sublessee acknowledges that in the event of a (i) termination of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants for any reason other than a voluntary agreement between Sublessor and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause Landlord terminating the Master Lease, or (ii) re-entry or dispossess by Landlord under the rights Master Lease, Landlord may, at its option, take over all of the right, title and interest of Sublessor hereunder and Sublessee agrees that it shall, at Landlord's option, attorn to Landlord pursuant to the then executory provisions of this Sublease, except that Landlord shall not (i) be liable for any previous act or omission of Sublessor under this Sublease, (ii) be subject to any offset not expressly provided in this Sublease, which theretofore accrued to the Sublessee against Sublessor, or (iii) be bound by any previous modification of this Sublease (which is made without Landlord's consent) or by any previous prepayment of more than one month's rent. . Sublessor agrees not to voluntarily terminate the Master Lease, as long as Sublessee is not in default hereunder. Sublessee shall observe and perform for the benefit of Landlord and Sublessor, each and every term, covenant, condition and agreement of the Master Lease which Sublessor is required to observe or perform with respect to the Premises as tenant under the Master Lease, except for (i) those covenants, if any, of the tenant under the Master Lease which are not incorporated by reference in this Sublease and (ii) the covenants of Sublessor to pay Landlord the "fixed annual rent" and "additional rent" (as such terms are defined in the Master Lease) and to perform its obligations as tenant under the Master Lease (to be endangeredthe extent such obligations affect Sublessee's use and occupancy of the Premises), cancelled, terminated, forfeited or surrendered, or which would or might cause covenants Sublessor to be shall observe and perform as long as Sublessee is not in default thereunder or liable for any damage, claim or penaltyhereunder. Sublessee agrees, Except as an express inducement for Sublessor executing otherwise specifically provided in this Sublease, that all of the terms, covenants, conditions and agreements which Landlord or Sublessor are required to observe or perform with respect to the Premises as parties to the Master Lease are hereby incorporated herein by reference and deemed to constitute terms, covenants, conditions and agreements which Sublessor and Sublessee are required to observe or perform under this Sublease as if there is any conflict between set forth herein at length, mutatis mutandis, with the exception of the following articles and provisions of the Master Lease Lease: Articles 2, 11, 24, 41, 42, 43, and this Sublease which would permit Sublessee 44, Sections 1.2 (i) - (iv), and 25.4 and Exhibit D of the Original Lease; Paragraphs 4, 5, 8, and Paragraph 2, second sentence, of the Amendment. Sublessor may exercise all of the rights, powers, privileges and remedies reserved to do or cause to be done any act which is prohibited by Landlord under the Master Lease then to the provisions same extent as if fully set forth herein at length, including, without limitation, all releases from liability to Landlord thereunder except as may be provided otherwise herein, and all rights and remedies arising out of or with respect to any default by Sublessee in the payment of Rent hereunder or the observance or performance of the terms, covenants, conditions and agreements of this Sublease (including those portions of the Master Lease that are incorporated herein). In the event of any inconsistency between the terms of this Sublease and the Master Lease, the terms of this Sublease shall prevailgovern. . The consent of Landlord shall be required in connection with any act which requires the consent of Landlord pursuant to the terms of the Master Lease, notwithstanding that a particular provision herein may not require Sublessor's consent or states that only Sublessor's consent is required.

Master Lease. A. All Notwithstanding anything in this Sublease to the obligations contrary, the rights of Sublessee shall be subject to the terms and conditions contained in the lease (“Master Lease conferred and imposed upon Sublessor (as Tenant thereinLease”) shall be borne by between Sublessor and the owner of the Leased Premises (the “Master Lessor"), as it may be amended from time to time. Sublessee in accordance shall assume and perform and comply with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment obligations of the rentals reserved lessee under the Master Lease to the same extent as if references to the Sublessor therein were references to Sublessee (all of which obligations are hereby incorporated herein), including, without limitation, the payment of any and when dueall costs, will perform Sublessor's insurance expenses, charges, fees, taxes, payments or other monetary obligations (except for minimum rent and percentage rent) for which Sublessor is liable or responsible under the Master Lease, and will otherwise fully and faithfully perform as such costs, expenses, charges, fees, taxes, payment or other monetary obligations come due. Sublessee shall not commit or permit to be committed on the terms and conditions Leased Premises any act or omission which shall violate any term or condition of the Master Lease with respect Lease. Notwithstanding anything in this Sublease to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform contrary, the terms and conditions effectiveness of this Sublease shall be conditioned upon Sublessor obtaining the written consent of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause Lessor (if such consent is required under the Master Lease), or in form and substance satisfactory to Sublessor, within ten (10) days of the rights of Sublessor as tenant under date hereof. If the Master Lease to be endangeredterminates for any reason, cancelled, terminated, forfeited or surrendered, or which would or might cause this Sublease shall terminate coincidentally therewith without any liability of Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevailSublessee.

Master Lease. A. All Except as otherwise expressly provided herein, Subtenant and this Sublease shall be subject in all respects to the obligations contained in terms of, and the rights of the Landlord under, the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee to the lien of any mortgages or trust deeds, now or hereafter in accordance with force against the Sublessor's Percentage and the Sublessee's PercentageAirport, respectively, except as modified and amended by this Subleaseif any, and to all rights renewals, extensions, modifications, consolidations and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Leasereplacements thereof, and will to all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages or trust deeds, or the lessors under such ground lease or underlying leases, require in writing that this Sublease be superior thereto. Except as otherwise fully and faithfully perform expressly provided below, the terms covenants, agreements, terms, provisions and conditions of the Master Lease with respect insofar as they relate to the Sublessor's Percentage. Sublessee covenants Subleased Premises and agrees to otherwise fully and faithfully perform insofar as they are not inconsistent with the terms of this Sublease are made a part of and conditions incorporated into this Sublease as if recited herein in full. In the event of a conflict between the terms of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights terms of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee (other than terms respecting payment of rent or respecting Sublandlord's obligations to do or cause to be done any act which is prohibited by Subtenant), the Master Lease then the provisions terms of the Master Lease shall prevailcontrol. Subtenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage or deed in lieu thereof, to attorn, without any deductions or set-offs whatsoever, to the purchaser upon any such foreclosure sale or deed in lieu thereof if so requested to do so by such purchaser and to recognize such purchaser as the lessor under this Sublease, and (ii) any cancellation, surrender or amendment of this Sublease without the prior written consent of the holders of the lien of any mortgages or trust deeds and the lessors under any ground or underlying leases of the Airport, now or hereafter in force against the Airport, shall be voidable by the holders of such mortgages or trust deeds or the lessors under such ground lease or underlying leases. Subtenant shall, within five (5) days of request by Sublandlord, execute such further instruments or assurances as Sublandlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Sublease to any such mortgages, trust deeds, ground leases or underlying leases. Subtenant waives the provisions of any current or future statute, rule or law which may give or purport to give Subtenant any right or election to terminate or otherwise adversely affect this Sublease and the obligations of the Subtenant hereunder in the event of any foreclosure proceeding or sale.

Master Lease. A. All This Sublease is subject and subordinate to the obligations contained in Master Lease. It is the intent of Sublessee and Sublessor to incorporate the Master Lease conferred and imposed upon Sublessor (into this Sublease by reference except as Tenant therein) otherwise specifically provided herein. Sublessee shall be borne by Sublessor and Sublessee in accordance with pay all sums due to Landlord pursuant to the Sublessor's Percentage and Master Lease to the extent such sums are applicable to the Premises or Sublessee's Percentage, respectively, except use of any portion of the Building. Except as modified and amended otherwise expressly provided by the terms of this Sublease, Sublessee agrees to be bound by and perform all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein)terms, are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms provisions and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the performed by or applicable to Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangeredthe extent the same are applicable to the Premises or Sublessee's use of any portion of the Building, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable and for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions purposes of said limited incorporation by reference of the Master Lease Lease, any references therein to "Tenant" shall be deemed references to Sublessee. Sublessor shall have the benefit of all rights and remedies available to Landlord under the Prime Master Lease, including, but not limited to the right of re-entry. Except as expressly provided by the term of this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited as superseded by the Master Lease then the specific provisions hereof, all rights of Sublessor and obligations of Landlord under the Master Lease shall prevailinure to the benefit of Sublessee herein, and for purposes of said limited incorporation by reference of the Master Lease, notwithstanding the foregoing, references to Landlord in the Master Lease shall be deemed to continue to be references to Landlord. Sublessor shall have no liability to Sublessee for Landlord's defaults, provided that at Sublessee's request Sublessor shall demand that Landlord cure any default by Landlord. Sublessor represents and warrants that as of the date of this Sublease, the Lease is in full force and effect and to the best of Sublessor's actual knowledge there is no default by Landlord or Sublessor under the Master Lease. During the Sublease Term, Sublessor shall not surrender, cancel or terminate the Lease in any manner that would materially affect Sublessee's rights hereunder.

Master Lease. A. All Sublessor is the lessee of the premises by virtue of a lease (the “Master Lease”), a copy of which is attached hereto, wherein Hastings College of the Law is the lessor (“Master Lessor”). This sublease is and shall at all times be subject and subordinate to the master lease. The terms, conditions, and respective obligations contained in the Master Lease conferred of sublessor and imposed upon Sublessor (as Tenant therein) sublessee to each other under this sublease shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Leasemaster lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable except for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the those provisions of the Master Lease master lease that are directly contradicted by this sublease, in which case the terms of this sublease shall control over the master lease. Therefore, for the purposes of construing the terms of this sublease, wherever in the master lease the word “lessor” or “Hastings” is used, it shall be deemed to mean “sublessor” or “tenant” herein, and wherever in the master lease the word “lessee” or “tenant” is used, it shall be deemed to mean “sublessee” or “sub-tenant” herein. During the term of this Sublease which would permit Sublessee sublease, and for all periods subsequent, for obligations that have arisen prior to do or cause the termination of this sublease, sublessee does hereby expressly assume and agree to perform and comply with, for the benefit of sublessor and master lessor, each and every obligation of sublessor under the master lease, and to be done bound by all restrictions and prohibitions under the master lease. Sublessee shall hold sublessor free and harmless from al liability, judgments, costs, damages, claims, or demands, including reasonable attorneys’ fees, arising out of sublessee’s failure to comply with or perform sublessee’s assumed obligations under the master lease, or out of sublessee’s failure to adhere to particular restrictions or prohibitions contained in the master lease. Sublessee understands and agrees that xxxxxxxxx’s violation of any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.terms of the master lease will be regarded as a breach of this agreement, subject to Section 3 of this agreement. Sublessee also agrees to indemnify sublessor/tenant for any fees, liability, or damages levied against sublessor by Xxxxxxxx as a result of sublessee’s actions or omissions in violation of this agreement or the master lease. Sublessor agrees to maintain the master lease during the entire term of this sublease, subject, however, to any earlier termination of the master lease without the fault of the sublessor, and to comply with or perform sublessor’s obligations under the master lease, and to hold sublessee free and harmless from all liability, judgments, costs, damages, claims, or demands arising out of sublessor’s failure to comply with or perform sublessor’s obligations, or out of sublessor’s failure to adhere to particular restrictions or prohibitions contained in the master lease. Sublessor represents to sublessee that the master lease is in full force and effect and that no default exists on the part of any party to the master lease. The signature of Tower Property Management at the end of this document constitutes Xxxxxxxx’ consent to the terms of this sublease agreement, and certifies that, to the best of Hastings’ knowledge, no default presently exists under the master lease, including obligations to be performed by sublessor, and that the master lease is in full force and effect. DATE: / / Signature of Pansy Mar Tower Property Management DATE: / / Signature of Tenant/Sublessor Signature of Sub-tenant/Sublessee DATE: / /

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

Master Lease. A. All (a) Sub-Subtenant takes possession of the obligations Sub-Subleased Premises, and enters into this Sub-Sublease, subject and subordinate to all of the terms, covenants, conditions, and restrictions of the Sublease and the Master Lease, except as otherwise expressly provided for herein. Sub- Subtenant’s use of those Common Areas located in the 269 Building or otherwise subject to the 269 Sublease and the 269 Master Lease shall be subject and subordinate to all of the terms, covenants, conditions and restriction of the 269 Sublease and the 269 Master Lease. Neither Sub- Sublandlord nor Sub-Subtenant shall by act or omission cause a breach of any of the terms, covenants, conditions, and restrictions contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) or the Sublease. Sub- Sublandlord shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in not modify or amend the Master Lease conferred upon Sublessor or the Sublease in a manner that would either: (as Tenant therein)i) change the Sub-Sublease Term, are hereby conferred and imposed upon SublesseeBase Rent or other economic terms or Permitted Use set forth in this Sub-Sublease, (ii) modify the events of default pursuant to this Sub-Sublease, or (iii) have an adverse impact on Sub-Subtenant’s use of or operations at the extent Sub-Subleased Premises or increase Sub-Subtenant’s obligations under this Sub-Sublease without Sub-Subtenant’s prior written consent. With respect to any obligation of Sublessee's Percentage. Sublessor covenants and agrees it will make payment Sub-Subtenant to be performed under this Sub- Sublease, wherever the Master Lease grants to Sub-Sublandlord a specified number of the rentals reserved days after notice or other time condition to perform its corresponding obligation under the Master Lease as (excluding the payment of Rent), Sub-Subtenant shall have one-third fewer days (rounded to the nearest whole day) to perform the obligation (by way of example only, Sub-Subtenant shall have 10 fewer days to perform an obligation to be performed in 30 days, and when dueshall have 2 fewer days to perform an obligation to be performed in 5 days), will perform Sublessor's insurance including without limitation curing any defaults. Any default notice or other notice of any obligations (including any billing or invoice for any Rent or any other expense or charge due under the Master Lease, and will otherwise fully and faithfully perform ) from Master Landlord which is received by Sub-Subtenant (whether directly or as a result of being forwarded by Sublandlord or Sub-Sublandlord) shall constitute such notice from Sub-Sublandlord to Sub-Subtenant under this Sub-Sublease without the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable need for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevailadditional notice from Sub-Sublandlord.

Master Lease. A. All the obligations contained in the Master Lease conferred This Sublease expressly is subject and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and subordinate to all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease, a copy of which is attached hereto as Exhibit “B” (with certain terms not relevant to Subtenant redacted), and to all items and matters to which the Master Lease with respect is subject and subordinate. In addition, Subtenant agrees to be bound, for all purposes of this Sublease, by any modifications or amendments to the Sublessor's Percentage. Sublessee covenants and agrees Master Lease; provided, however, that Sublandlord shall not agree to otherwise fully and faithfully perform the terms and conditions any modification, amendment or termination of the Master Lease that could reasonably be expected to have any material adverse consequences to Subtenant and/or its rights hereunder. Subtenant assumes and the Sublease on its part agrees to be performed. Neither the Sublessor nor Sublessee shall do or cause perform each and every obligation and to be done any act which would or might cause comply with each and every covenant of Sublandlord, as tenant, under the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the excluding such provisions of the Master Lease and which are not applicable to Subtenant or the Subleased Premises or as specifically provided to the contrary in this Sublease (such as, by way of example, the payment to Master Landlord of rent under the Master Lease, which would shall be replaced with Subtenant’s obligations under Paragraph 6 of this Sublease) (as so limited, the “Applicable Master Lease Terms”). Each and every waiver by Sublandlord contained in the Applicable Master Lease Terms in favor of Master Landlord shall be binding on Subtenant. Subtenant shall not commit or permit Sublessee to do or cause to be done committed any act or omission which is prohibited by the Master Lease then the provisions will violate any term or condition of the Master Lease or constitute a breach of or default under the Master Lease, and shall prevailindemnify, protect, defend and hold Sublandlord harmless against any and all loss, cost, expense (including, without limitation, reasonable attorneys’ fees and disbursements), liability, claim, judgment, demand or cause of action arising from or in connection with any such violation, breach or violation committed or permitted to be committed by Subtenant (except to the extent caused by the willful misconduct or gross negligence of Sublandlord), which indemnity obligation shall survive the termination of this Sublease. All capitalized and other terms not otherwise defined herein shall have the meanings ascribed to them in the Master Lease, unless the context clearly requires otherwise.

Master Lease. A. All Sublessee's rights pursuant to the obligations contained Sublease are subject and subordinate at all times to the Master Lease and to all of the covenants and agreements of the Master Lease, except as expressly modified by this Sublease. Sublessee shall not do, permit or tolerate anything to be done in, or in connection with Sublessee's use or occupancy of the Premises which would violate any Master Lease covenants or agreements. As to the Premises and during the Term, Sublessee expressly assumes to be bound by all obligations, covenants and restrictions which are set forth in the Master Lease conferred in the same manner as these obligations, covenants and imposed restrictions are binding upon Sublessor (Sublessor, as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, except as expressly modified by this Sublease. Except as modified hereby, during the Term Sublessee shall perform all of Sublessor's duties and will otherwise fully and faithfully perform the terms and conditions of obligations under the Master Lease which relate to the Premises. Sublessor shall have the same rights against Sublessee with respect to this Sublease as the Landlord has against the Sublessor's Percentage. Sublessee covenants and agrees , as Tenant, pursuant to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performedLease. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause The Landlord, under the Master Lease, or the Sublessor may enforce against Sublessee, each in its own capacity, any of the rights of Sublessor as tenant under granted to the Landlord pursuant to the Master Lease Lease, except as expressly modified by this Sublease. Sublessor may not grant to Sublessee, and nothing in the Sublease shall be endangeredconstrued or interpreted to grant, cancelled, terminated, forfeited or surrendered, or which would or might cause any greater rights than the Sublessor has received as Tenant from the Landlord pursuant to be in default thereunder or liable for any damage, claim or penaltythe Master Lease. Sublessee agrees, does not have any greater rights against Sublessor with respect to this Sublease or the Premises than Sublessor has as an express inducement for Sublessor executing this Sublease, that if there is any conflict between Tenant against the provisions of Landlord with respect to the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then Premises. Notwithstanding the foregoing provisions of this paragraph, Sublessee's duties and obligations relative to the Master Lease shall prevailat all times be limited by and proportional to the limited duration and cost of Sublessee's occupation of the Premises, and Sublessee shall only assume obligations, responsibilities or liabilities arising during the Term.

Master Lease. A. All the obligations contained in the Master Lease conferred This Sublease is and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor at all times subject and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, subordinate to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease. The terms, conditions and will otherwise fully respective obligations of Sublandlord and faithfully perform Subtenant to each other under this Sublease shall be the terms and conditions of the Master Lease with respect to each Subleased Premises except for those provisions of the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform Master Lease which are directly contradicted by this Sublease in which event the terms of this Sublease shall control over the Master Lease. During the term of this Sublease and for all periods subsequent for obligations which have arisen prior to the termination of this Sublease, Subtenant does hereby expressly assume and agree to perform and comply with, for the benefit of Sublandlord and the applicable Landlord, each and every obligation of tenant under the Master Lease. In the event of the expiration or termination of the Master Lease for any reason whatsoever, this Sublease shall automatically terminate on the date of the expiration or termination of the Master Lease, and Subtenant shall have no claim against Sublandlord of any kind whatsoever on account thereof, and the parties hereto shall thereupon be relieved of all liability and obligation hereunder, excepting liabilities and obligations which accrued or arose prior to the date of such termination or expiration. Subtenant shall not violate or breach any of the terms, covenants or conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause fail to do or permit anything to be done any act which would violate, breach or might be contrary to the Master Lease or cause the Master Lease, Lease to be terminated or forfeited. Subtenant is not hereby granted any of the rights of Sublessor granted to Sublandlord, as tenant under the Master Lease Lease, including, without limitation, Sublandlord’s right to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevailexercise renewal term options.

Master Lease. A. All The provisions of the Master Lease are, except as otherwise herein specifically provided, hereby incorporated into this Sublease with the same effect as if entirely rewritten herein, and shall fix the rights and obligations contained of the parties hereto with respect to the Sublease Premises with the same effect as if Sublandlord and Subtenant were "Landlord" and "Tenant", respectively, named in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with Lease. Subtenant hereby covenants to perform the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment undertakings of the rentals reserved Sublandlord as "Tenant" under the Master Lease as and when due, will perform Sublessor's insurance obligations under to the Master Leaseextent the same are applicable to the Sublease Premises during the Sublease Term, and will otherwise fully and faithfully perform agrees not to do or permit to be done any act which shall result in a violation of any of the terms and conditions of the Master Lease with respect Lease. Notwithstanding the foregoing, Sublandlord shall, to the Sublessor's Percentage. Sublessee extent applicable, continue to perform the covenants and undertakings of Sublandlord as "Tenant" under the Master Lease which are not otherwise required to be performed by Subtenant hereunder. In the event Sublandlord fails to perform any such covenants or undertakings, and such failure constitutes a default under the Master Lease, Subtenant shall have the right, but not the obligation, after the expiration of Sublandlord's notice and cure periods under the Master Lease, to perform same on behalf of Sublandlord, at Subtenant's sole cost and expense. Subtenant agrees to otherwise fully indemnify and faithfully perform the terms save Sublandlord harmless from and conditions against any and all loss, cost, expense and liability arising out of or relating to any violation or breach of, or default under, any provision of the Master Lease caused by any act or omission of Subtenant. Except as otherwise specifically provided herein, Subtenant is to have the benefit of the covenants and undertakings of Master Landlord as "Landlord" in the Master Lease to the extent the same are applicable to the Sublease on Premises during the Sublease Term. It is expressly understood and agreed, however, that Sublandlord is not in the position to render any of the services or to perform any of the obligations required of Sublandlord by the terms of this Sublease which are the responsibility of Master Landlord, and that performance by Sublandlord of such obligations hereunder are conditioned upon due performance by Master Landlord of its part corresponding obligations under the Master Lease. It is further understood and agreed, therefore, that notwithstanding anything to the contrary contained in this Sublease, Sublandlord shall not be performed. Neither in default under this Sublease for failure to render such services or perform such obligations required of Sublandlord by the Sublessor nor Sublessee shall do or cause to be done any act terms of this Sublease which would or might cause are the responsibility of the Master Landlord as "Landlord" under the Master Lease, or but Sublandlord agrees to use commercially reasonable efforts to insure that Master Landlord performs said obligations. The term "commercially reasonable efforts" shall not include legal action against Master Landlord for its failure to so perform unless Subtenant agrees to pay any and all costs and expenses in connection therewith. The parties agree that the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the following provisions of the Master Lease (and any references contained therein relating to such provisions) shall not be applicable to this Sublease which would permit Sublessee Sublease: Section 19 (captioned "Security Deposit"); Section 39, Addendum #2 (captioned "Option to do or cause to be done any act which is prohibited by Extend, Addendum #3 (captioned "Right of First Offer") and Addendum #4 (captioned "Satellite Dish"); and Exhibit C (captioned "Office Lease Improvement Agreement"). In addition, Section 20 of the Master Lease then (captioned "Limitation of Tenant's Remedies") is hereby amended by deleting from the first sentence thereof the language "Tenant agrees to look solely to Landlord's interest in the Project for the recovery of any amount from Landlord, and shall not look to other assets of Landlord nor" and by inserting in lieu thereof the language "Tenant shall not". The remaining provisions of the Master Lease shall, for the purposes of this Sublease and to the extent that same are applicable, remain in full force and effect as between Sublandlord and Subtenant as provided in this Paragraph, except as said provisions have been otherwise amended or modified by this Sublease. Should there be any conflict between the terms of this Sublease as specifically set forth herein and the terms of the Master Lease which are incorporated herein by reference, the terms of this Sublease shall prevailcontrol.

Master Lease. A. All Sublessor has previously executed that certain "Full Service Modified Gross Lease" dated as of May 28, 1996 (the obligations contained "Master Lease") between Insurance Company of the West, as landlord and Sublessor, as tenant, a copy of which is attached hereto as Exhibit B. The interest of Insurance Company of the West as landlord has been transferred to CARR Xxxrica ("Master Lessor" herein). This Sublease is and shall at all times be subject to the rights of Master Lessor under the Master Lease. The rights of Sublessee to occupy and use the Subleased Premises under this Sublease shall be subject to any restrictions and limitations on use set forth in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) Lease. Sublessee agrees that it shall be borne by Sublessor and Sublessee not take any action, or use the Subleased Premises in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in any way that will constitute a default under the Master Lease conferred upon Sublessor (as Tenant therein)Lease. Sublessor, are hereby conferred and imposed upon Sublesseein turn, agrees to the extent perform all of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved its obligations under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of to keep the Master Lease with respect in full force and effect, and not to modify or terminate the same, throughout the term of this Sublease, including any options to extend, if so exercised by Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions ; provided however, that Sublessor shall not be in breach of this Section if the Master Lease is terminated by Master Lessor through no fault of Sublessor. This Sublease shall not be effective unless, within ten (10) days after the execution of this Sublease by Sublessor and Sublessee, Master Lessor signs the Sublease on its part consent attached to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and thereby giving its consent to this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevailsubletting.

Master Lease. A. All the At any time and on reasonable prior written notice to Subtenant, Sublandlord can elect to require Subtenant to perform Subtenant’s obligations contained under this Sublease directly to Master Landlord, in the which event Subtenant shall send to Sublandlord from time to time copies of all notices and other communications it shall send to and receive from Master Lease conferred and imposed upon Sublessor (as Tenant therein) Landlord. Subtenant shall not do or permit to be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent done anything which would constitute a violation or breach of Sublessee's Percentage. Sublessor covenants and agrees it will make payment any of the rentals reserved under the Master Lease as and when dueterms, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions or provisions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangeredterminated or forfeited by virtue of any rights of termination or forfeiture reserved by or vested in Master Landlord. If the Master Lease terminates, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to this Sublease shall terminate and the parties shall be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing relieved from all liabilities and obligations under this Sublease, ; except that if there this Sublease terminates as a result of a default of one of the parties under this Sublease or the Master Lease, the defaulting party shall be liable to the non-defaulting party for all damage suffered by the non-defaulting party as a result of the termination; provided, however, in no event shall either party be liable to the other for consequential or punitive damages. Sublandlord represents to Subtenant that the Master Lease is any conflict between in full force and effect, and that no default or event that, with the passing of time or the giving of notice or both, would constitute a default, exists on the part of the Sublandlord. Sublandlord covenants to Subtenant to observe all of the terms and provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by perform all obligations required of Sublandlord under the Master Lease then and to promptly pay when due all rents due and accruing to Master Landlord under the provisions Master Lease, including, without limitation, the amount of any additional Monthly Base Rent payable to Master Landlord in excess of such amount payable by Subtenant to Sublandlord hereunder. So long as Subtenant is performing all of Subtenant’s obligations as provided in this Sublease, Sublandlord shall not enter into any agreement that will cause either the Master Lease to be terminated or the Sublease Premises to be surrendered prior to the expiration of the Term, or cause any breach or default by Sublandlord under the Master Lease that will result in any such termination or surrender which breach or default remains uncured beyond applicable cure periods. Sublandlord shall prevailnot enter into any amendment or other agreement with respect to the Master Lease that will prevent or adversely affect the use by Subtenant of the Sublease Premises in accordance with the terms of this Sublease, increase the obligations of Subtenant or decrease the rights of Subtenant under this Sublease, shorten the term of this Sublease or increase the rent or any other sums required to be paid by Subtenant under this Sublease, without the prior written consent of Subtenant in each case. If Subtenant makes a request that Subtenant is entitled to make under this Sublease, which request requires the approval of Master Landlord, Sublandlord shall use commercially reasonable efforts to obtain such approval (but Sublandlord shall not be required to incur any unreasonable cost or expense in order to do so).

Master Lease. A. All the obligations contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage agree that at all times this Sublease is and the Sublessee's Percentage, respectively, except as modified shall be subject and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, subordinate to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penaltyBylaws and Declarations. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between agrees to abide by the provisions of the Master Lease that are specifically incorporated herein and this Sublease which would permit Sublessee Declarations (to do the extent applicable to Sublessee); provided, however, Sublessor agrees that it shall not (x) enter into or cause consent to be done any act which is prohibited by amendment to or modification of the Master Lease then without Sublessee’s prior consent, which consent shall not be unreasonably withheld, conditioned or delayed (except that no consent by Sublessee shall be required in connection with an amendment to the amount of the “Base Monthly Rent” under the Master Lease), unless such amendment or modification of the Master Lease would materially adversely affect Sublessee, in which instances, such consent may be withheld in the sole and absolute discretion of Sublessee, or (y) amend or modify the Declarations without Sublessee’s prior consent, which consent may be withheld in the sole and absolute discretion of Sublessee. Sublessee hereby acknowledges that it has received a copy of the Master Lease, the Bylaws and the Declarations and has examined and approved same. Sublessor, at Sublessee’s written request, agrees to use commercially reasonable efforts to enforce (which efforts need not include the threat, commencement, pursuit or prosecution of any legal action) any representations, warranties, covenants and agreements of Master Landlord contained in the provisions of the Master Lease that are specifically incorporated herein, provided that if Master Landlord shall be in default under the Master Lease, Sublessor shall, on written notice from Sublessee, diligently prosecute such action to require Master Landlord to cure such default. Sublessee agrees to cooperate with Sublessor in the prosecution of any such action. To the extent the enforcement of rights pertains solely to the Subleased Premises, Sublessee shall be entitled to make all decisions regarding the prosecution of such claim against Master Landlord, including, without limitation, decisions regarding hiring of legal counsel and settlement decisions. To the extent the enforcement of rights pertains solely to the Subleased Premises, Sublessee shall reimburse Sublessor within ten (10) days following written demand for the full amount of all reasonable and actual out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by Sublessor in attempting to enforce the Master Lease. If a conflict exists between provisions of this Sublease and provisions of the Master Lease that are specifically incorporated herein, then notwithstanding the foregoing, the provisions of this Sublease (vis-à-vis Sublessee and Lessor) shall prevail. For the avoidance of doubt, mere silence on an issue in this Sublease shall not constitute a conflict. If any act or omission by Sublessee hereunder shall constitute a default under the Master Lease, the time period for Sublessee to cure such default hereunder shall be deemed to be five (5) days prior to the time period to cure such default under the Master Lease. If either Sublessor or Sublessee receives any notice or demand from the Master Landlord under the Master Lease, the recipient shall promptly deliver a copy thereof to the other party hereto. All defined terms in this Sublease shall have the same meaning as in the Master Lease, except as otherwise noted herein. Sublessor shall not do or permit to be done any act or thing which will constitute a breach or violation of any of the terms, covenants, conditions, or provisions of the Master Lease or Declarations.

Master Lease. A. All Notwithstanding anything in this Sublease to the obligations contrary, the rights of Sublessee shall be subject to the terms and conditions contained in the lease (“Master Lease conferred and imposed upon Sublessor (as Tenant thereinLease”) shall be borne by between Sublessor and the owner of the Leased Premises (the Xxxxxxx Xxxxxx”), as it may be amended from time to time. Sublessee in accordance shall assume and perform and comply with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment obligations of the rentals reserved lessee under the Master Lease to the same extent as if references to the Sublessor therein were references to Sublessee (all of which obligations are hereby incorporated herein): including, without limitation, the payment of any and when dueall costs, will perform Sublessor's insurance expenses, charges. fees, taxes, payments or other monetary obligations (except for minimum rent and percentage rent) for which Sublessor is liable or responsible under the Master Lease, and will otherwise fully and faithfully perform as such costs, expenses, charges, fees taxes, payment or other monetary obligations come due. Sublessee shall not commit or permit to be committed on the terms and conditions Leased Premises any act or omission which shall violate any term or condition of the Master Lease with respect Lease. Notwithstanding anything in this Sublease to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform contrary, the terms and conditions effectiveness of this Sublease shall be conditioned upon Sublessor obtaining the written consent of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause Lessor (if such consent is required under the Master Lease), or in form and substance satisfactory to Sublessor Within ten (10) days of the rights of Sublessor as tenant under date hereof. If the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause terminates for any reason this Sublease shall terminate coincidentally therewith without any liability of Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevailSublessee.

Master Lease. A. All This Sublease is subject and subordinate in all respects to said Master Lease. The provisions of the Master Lease are, except as otherwise herein specifically provided, hereby incorporated in this Sublease with the same effect as if entirely rewritten herein, and shall fix the rights and obligations contained of the parties hereto with respect to the Premises with the same effect as if TPA and Sublessee were, respectively, the landlord and tenant named in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectivelyLease, except as otherwise expressly modified or amended in this Sublease. Sublessee hereby covenants to perform the covenants and amended by undertakings of TPA as tenant under the Master Lease to the extent the same are applicable to the Premises during the term of this Sublease, and all rights and privileges contained agrees not to do or permit to be done any act which shall result in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent a violation of Sublessee's Percentage. Sublessor covenants and agrees it will make payment any of the rentals reserved terms and conditions of said Master Lease. The performance by TPA of its obligations under the this Sublease are conditioned upon due performance by Master Lease as and when due, will perform Sublessor's insurance Lessor of its corresponding obligations under the Master Lease, and will otherwise fully and faithfully notwithstanding anything to the contrary contained in this Sublease, TPA shall not be in default under this Sublease for failure to render such services or perform such obligations required of TPA by the terms and conditions of this Sublease which are the sole responsibility of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause Lessor as landlord under the Master Lease, or the rights of Sublessor as tenant under but TPA agrees to take all due diligence and reasonable measures to insure that Master Lessor performs said obligations. If the Master Lease to terminates, this Sublease shall terminate and the parties shall be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penaltyrelieved from all liabilities and obligations under this Sublease. Sublessee agrees, as an express inducement for Sublessor executing acknowledges that it has received a copy of said Master Lease by virtue of its attachment to this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.

Master Lease. A. All The provisions of the Master Lease are, except as otherwise herein specifically provided, hereby incorporated into this Sublease with the same effect as if entirely rewritten herein, and shall fix the rights and obligations contained of the parties hereto with respect to the Sublease Premises with the same effect as if Sublessor and Sublessee were "Landlord" and "Tenant", respectively, named in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Lease. Sublessee in accordance with hereby covenants to perform the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment undertakings of the rentals reserved Sublessor as "Tenant" under the Master Lease as and when due, will perform Sublessor's insurance obligations under to the Master Leaseextent the same are applicable to the Sublease Premises during the Sublease Term, and will otherwise fully and faithfully perform agrees not to do or permit to be done any act which shall result in a violation of any of the terms and conditions of the Master Lease with respect to the Sublessor's PercentageLease. Sublessee covenants and agrees to otherwise fully indemnify and faithfully perform the terms save Sublessor harmless from and conditions against any and all loss, cost, expense and liability arising out of or relating to any violation or breach of, or default under, any provision of the Master Lease caused by any act or omission of Sublessee. Except as otherwise specifically provided herein, Sublessee is to have the benefit of the covenants and undertakings of Master Landlord as "Landlord" in the Master Lease to the extent the same are applicable to the Sublease on Premises during the Sublease Term. It is expressly understood and agreed, however, that Sublessor is not in the position to render any of the services or to perform any of the obligations required of Sublessor by the terms of this Sublease, and that performance by Sublessor of its part obligations hereunder are conditioned upon due performance by Master Landlord of its corresponding obligations under the Master Lease. It is further understood and agreed, therefore, that notwithstanding anything to the contrary contained in this Sublease, Sublessor shall not be performed. Neither in default under this Sublease for failure to render such services or perform such obligations required of Sublessor by the Sublessor nor Sublessee shall do or cause to be done any act terms of this Sublease which would or might cause are the responsibility of the Master Landlord as "Landlord" under the Master Lease, but Sublessor agrees to use commercially reasonable efforts to insure that Master Landlord performs said obligations. The term "commercially reasonable efforts" shall not include legal action against Master Landlord for its failure to so perform unless Sublessee agrees to pay its pro rata share of any and costs and expenses in connection therewith. Sublessee shall have no right with respect to any right of first negotiation, abatement of rent, options to extend, early termination rights, payment of moving allowances or the rights of parking validation booklets otherwise granted or provided to Sublessor as tenant under pursuant to the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penaltyLease. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the The remaining provisions of the Master Lease and shall, for the purposes of this Sublease which would permit and to the extent that same are applicable, remain in full force and effect as between Sublessor and Sublessee to do as provided in this Paragraph, except as said provisions have been otherwise amended or cause to modified by this Sublease. Should there be done any act which is prohibited by conflict between the Master Lease then terms of this Sublease as specifically set forth herein and the provisions terms of the Master Lease which are incorporated herein by reference, the terms of this Sublease shall prevailcontrol.

Master Lease. A. All the obligations contained in A redacted copy of the Master Lease conferred is attached hereto as Exhibit C and imposed upon Sublessor (as Tenant therein) by this reference made a part hereof. Subtenant and this Sublease shall be borne by Sublessor and Sublessee subject in accordance with all respects to the Sublessor's Percentage terms of, and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when dueLandlord under, will perform Sublessor's insurance obligations under the Master Lease. Except as otherwise expressly provided in Sections 7 and 8 hereof, and will otherwise fully and faithfully perform the terms covenants, agreements, terms, provisions and conditions of the Master Lease with respect insofar as they relate to the Sublessor's Percentage. Sublessee covenants Subleased Premises and agrees to otherwise fully and faithfully perform insofar as they are not inconsistent with the terms of this Sublease are made a part of and conditions incorporated into this Sublease as if recited herein in full, and the rights and obligations of the Landlord, as lessor, and Sublandlord, as lessee, under the Master Lease shall be deemed the rights and obligations of Sublandlord and Subtenant respectively hereunder and shall be binding upon and inure to the benefit of Sublandlord and Subtenant respectively. Accordingly, as applied to this Sublease, (i) the term "Lessor," as used in the Master Lease, shall be deemed to refer to Sublandlord hereunder, and the term "Lessor Related Parties," as used in the Master Lease, shall be deemed to refer to Sublandlord, Sublandlord's affiliates, and the members, principals, beneficiaries, partners, trustees, shareholders, directors, officers, employees, mortgagees, investment managers, attorneys and agents of Sublandlord and Sublandlord's affiliates, and the successors and assigns of such parties ("Sublandlord Related Parties"), (ii) the term "Lessee," as used in the Master Lease, shall be deemed to refer to Subtenant hereunder, and the term "Lessee Related Parties," as used in the Master Lease, shall be deemed to refer to Subtenant, its affiliates, agents, contractors, subcontractors, employees, invitees, subtenants, transferees and any other person claiming by, through or under Subtenant ("Subtenant Related Parties"), (iii) the term "Premises," as used in the Master Lease, shall be deemed to refer to the Subleased Premises hereunder, and (iv) the term "Lease," as used in the Master Lease, shall be deemed to refer to this Sublease. As between the parties hereto only, in the event of a conflict between the terms of the Master Lease and the terms of this Sublease, the terms of this Sublease on its part shall control. Subtenant covenants and warrants that it fully understands and agrees to be performedsubject to and bound by all of the covenants, agreements, terms, provisions and conditions of the Master Lease, except as modified herein. Neither the Sublessor nor Sublessee shall Furthermore, Subtenant further covenants not to take any action or do or cause perform any act or fail to be done perform any act which would result in the failure or might cause breach of any of the Master Leasecovenants, agreements, terms, provisions or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions conditions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by on the Master Lease then the provisions part of the Master Lease shall prevaillessee thereunder.

Master Lease. A. All (a) This Sublease is subject and subordinate to the obligations contained Master Lease. Except as may be inconsistent with the terms and provisions hereof or as otherwise set forth in subparagraph (c)(iii) below, the terms and provisions of the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor applicable to this Sublease and Sublessee in accordance with shall be incorporated into this Sublease as if Sublandlord was the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved landlord under the Master Lease and Subtenant was the tenant under the Master Lease, except to the extent inconsistent with the agreements and understandings expressed in this Sublease or to the extent prior to the Sublease Commencement Date or after the expiration or termination of the Sublease Term. Where reasonably necessary, the terms of the Master Lease, as and when dueincorporated into this Sublease as aforesaid, will perform Sublessor's insurance obligations shall be construed (i) in light of the fact that Sublandlord (unlike Master Landlord) does not own a fee interest in the Premises but only a leasehold interest under the Master Lease, and will otherwise fully (ii) in light of the fact that Subtenant shall not occupy the entire Premises but only the portion of the Premises defined as the Subleased Premises. Sublandlord and faithfully perform the terms and conditions of Subtenant anticipate that Master Landlord's performance in accordance with the Master Lease with respect to shall fulfill the Sublessorequivalent obligation of Sublandlord hereunder, and in the event of Master Landlord's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause default under the Master Lease, Subtenant's rights shall be limited as provided in the following subparagraph (b) of this Paragraph 4. As between Sublandlord and Subtenant, if the terms of this Sublease conflict with the terms of the Master Lease, then the terms of this Sublease shall control. With respect to this Sublease, Subtenant shall perform and observe all the obligations, covenants and conditions contained in the Master Lease on Sublandlord's part that are incorporated hereinabove by reference and to the extent that the obligations, covenants and conditions apply and accrue from and after the Sublease Commencement Date (but excluding the payment of Total Monthly Rent (as defined in the Master Lease), Additional Rent (as defined in the Master Lease), or any other amounts specified therein; provided that Subtenant shall pay to Sublandlord as rent for the rights Sublease and use of Sublessor as tenant the Subleased Premises all amounts specified in Paragraph 5 below, which amounts shall be paid in accordance with the terms and provisions thereof). Neither Sublandlord nor Subtenant will cause or allow to be caused any default under the Master Lease Lease. Subtenant hereby indemnifies, agrees to be endangereddefend (with counsel reasonably satisfactory to Sublandlord) and holds Sublandlord harmless from and against any claim, cancelledloss, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim expense (including without limitation reasonable attorneys' fees and costs) or penalty. Sublessee agreesliability arising under the Master Lease, as an express inducement for Sublessor executing from and after the Sublease Commencement Date, from or related to Subtenant's failure to perform Subtenant's obligations under this Sublease, that if there is any conflict between the provisions including, without limitation, those obligations of Sublandlord pursuant to the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited are incorporated herein by reference (but excluding the payment of Total Monthly Rent (as defined in the Master Lease then the provisions of Lease), Additional Rent (as defined in the Master Lease Lease), or any other amounts specified therein; provided that Subtenant shall prevail.pay to Sublandlord as rent for the Sublease and

Master Lease. A. All This Sublease is and at all times shall be subject and subordinate to the Master Lease and the rights of Master Lessor thereunder. Sublessee hereby expressly assumes and agrees to the following to the extent applicable to the Premises during the Term of this Sublease: (i) to comply with all provisions of the Master Lease which are incorporated hereunder, except as herein otherwise expressly provided and except that Sublessee shall be obligated to pay only the Rent provided for in this Sublease and not the amounts of rent and other charges provided to be paid by Sublessor under the Master Lease; and (ii) to perform all the obligations contained on the part of the “Tenant” to be performed under the terms of the Master Lease during the Term of this Sublease that are incorporated hereunder, except as herein otherwise expressly provided. In the event the Master Lease is terminated for any reason whatsoever, this Sublease shall terminate simultaneously with such termination (unless Master Lxxxxx or a successor tenant agrees to permit Sublessee to continue to occupy the Premises on the terms of this Sublease for the remainder of the Term of this Sublease), without any liability of Sublessor to Sublessee. In the event of a conflict between the provisions of this Sublease and the Master Lease, as between Sublessor and Sublessee, the provisions of this Sublease shall control. Sublessee shall have all remedies for Master Lxxxxx's default provided to Sublessor as set forth in the Master Lease conferred and imposed upon Sublessor (Lease, as Tenant therein) shall be borne by Sublessor and Sublessee those provisions are expressly incorporated in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease. Further, Sublessor hereby assigns, transfers and sets over to Sublessee the nonexclusive right, together with Sublessor, to enforce all rights and privileges contained such remedies for Master Lxxxxx's default provided to Sublessor against Master Lessor as set forth in or otherwise pursuant to the Master Lease. Sublessor shall not modify or amend the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon without prior written consent of Sublessee, to the extent of Sublessee's Percentagewhich consent shall not be unreasonably withheld. Sublessor covenants and agrees it will make payment of the rentals reserved Neither party hereto shall cause a default under the Master Lease or permit its employees, agents, contractors or invitees to cause a default under the Master Lease and each shall refrain from doing or causing to be done any act or omission that would constitute a default under the Master Lease or might cause the Master Lease or the rights of Sublessor, as and when due, will perform Sublessor's insurance obligations tenant under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelledcanceled, terminated, forfeited or surrendered, or which would or might cause . Sublessor shall not consent to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions early termination of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions modifications of the Master Lease shall prevailwhich would have the effect of an early termination thereof. Sublessor hereby represents and warrants to Sublessee that a true and accurate copy of the Master Lease is attached hereto as Exhibit A and that the same has not been amended and is in full force and effect as of the date hereof and there are no uncured defaults by Sublessor or Master Lessor thereunder.

Master Lease. A. All Sublessor hereby warrants that (i) Sublessor is the subtenant under that certain Sublease dated July 3, 1996 (the "Master Sublease") with Xxxxx Xxxxxxxx Associates ("Master Sublessor"), which Master Sublease is subject to all of the terms of that certain Sublease Consent Agreement dated July 3, 1996 among Master Sublessor, Sublessor and the owner of the Building (the "Landlord")(the "Consent" and for all purposes of this Sublease each reference to the Master Sublease shall mean such agreement as supplemented by the Consent), which Master Sublease covers the entire second floor space in the Building, including the Premises; (ii) the Master Sublease is in full force and effect and neither Sublessor nor Master Sublessor (to Sublessor's knowledge) is in default under any provision under the Master Sublease; (iii) a true and complete copy of the Master Sublease (and any amendments thereto) is attached hereto as Exhibit "B"; and (iv) the Premises are not subleased to others. Provided that it is not in default hereunder, Sublessee shall have the peaceful and quiet enjoyment of the Premises without hindrance on the part of Sublessor, and Sublessor will warrant and defend the Sublessee in such peaceful and quiet enjoyment of the Premises against the claims of all persons claiming by, through or under Sublessor. Sublessor shall keep the Master Sublease in full force and effect by making timely payments of rent as required by the Master Sublease and by performing all obligations contained of the lessee under the Master Sublease not specifically assumed by the Sublessee hereunder. Sublessor shall neither do nor permit anything to be done by any party over which Sublessor has control which would cause the Master Sublease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in the Master Lease conferred Sublessor under the Master Sublease and imposed Sublessor shall indemnify and hold harmless Sublessee from and against all claims, liabilities and damages of any kind whatsoever by reason of any breach or default on the part of Sublessor. Sublessor agrees, upon receipt from Sublessee of written notice of any default, obligation or duty of the Master Sublessor (under the Master Sublease to promptly notify the Master Sublessor of Sublessee's notice and to use its best efforts to cause Master Sublessor to rectify or fulfill any default, obligation or duty as Tenant therein) shall be borne by Sublessor and Sublessee listed in accordance with the Sublessee's notice. Sublessor's Percentage obligations and responsibilities under this paragraph 4 shall not apply with respect to any mortgagee of the Building or any occurrence caused by any act or omission of Sublessee hereunder. Notwithstanding the foregoing, Sublessee's Percentageobligations hereunder shall not be excused by reason of any failure or delay of Sublessor, respectively, except as modified and amended by Master Sublessor or the Landlord in performing their obligations under this Sublease, and all rights and privileges contained the Master Sublease or the Lease (as defined in the Master Lease conferred upon Sublessor (as Tenant thereinSublease), are hereby conferred respectively. The Sublease and imposed upon Sublessee, each and every provision hereof is and shall remain subject and subordinate to the extent of Sublessee's PercentageMaster Sublease and the Lease and each and every provision thereof. Sublessor covenants Except as otherwise specifically provided in this Sublease, the terms, provisions, covenants, rules and agrees it will make payment of the rentals reserved under the Master Lease as regulations, rights, obligations, remedies and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions agreements of the Master Lease Sublease are incorporated herein by reference with respect to the Sublessor's Percentage. Sublessee covenants same force and agrees to otherwise effect as if they were fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done set forth herein except that any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be reference in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.the

Master Lease. A. All This Sublease is subject to the obligations contained Master Lease. A copy of the Master Lease is attached to this Sublease. The Master Lease is incorporated in and made a part of this Sublease and, during the term of this Sublease, the Master Lease shall apply to Sublandlord, Subtenant and the Subleased Space under this Sublease, except for the following provisions of the Master Lease, which are excluded from this Sublease: Sections 1, 2, 3(a), 3(b), 3(c), 3(d), 33, 38, 39, 40, 41, 42, 43, 44, 46, 48 (except to the extent the rent payable by Sublandlord to Landlord is abated), 49 and 50. Insofar as the Master Lease is incorporated in this Sublease, references to Landlord in the Master Lease conferred and imposed upon Sublessor (as shall mean Sublandlord under this Sublease, references to Tenant therein) in the Master Lease shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by mean Subtenant under this Sublease, and all rights and privileges contained references to the Premises in the Master Lease conferred upon Sublessor (as Tenant therein)shall mean the Subleased Space under this Sublease. During the term of this Sublease, are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants Subtenant assumes and agrees to otherwise fully pay, perform and faithfully perform the terms and conditions discharge all of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights obligations of Sublessor Sublandlord as tenant Tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be the full extent that such obligations are incorporated in default thereunder or liable for any damage, claim or penaltythis Sublease. Sublessee agrees, as an express inducement for Sublessor executing During the term of this Sublease, Subtenant shall be bound by all of the 3 covenants in the Master Lease that if there is are incorporated in this Sublease and Subtenant shall not commit or permit to be committed any conflict between the act or omission that will breach or violate any such covenant. In all provisions of the Master Lease and incorporated in this Sublease which would permit Sublessee to do requiring the approval or cause to be done any act which is prohibited by consent of Landlord, Subtenant shall obtain the Master Lease then the approval or consent of both Sublandlord and Landlord. In all provisions of the Master Lease incorporated in this Sublease requiring Tenant to submit, exhibit to, supply or provide Landlord with evidence, certificates or any other matter or thing, Subtenant shall prevailsubmit, exhibit to, supply or provide, as the case may be, the same to both Sublandlord and Landlord.

Master Lease. A. All As applied to this Sublease, the obligations contained words “Landlord” and “Tenant” as used in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor deemed to refer to Sublandlord and Sublessee Subtenant hereunder, respectively. Subtenant and this Sublease shall be subject in accordance with all respects to the Sublessor's Percentage terms of, and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when dueLandlord under, will perform Sublessor's insurance obligations under the Master Lease. Except as otherwise expressly provided in Section 9 hereof, and will otherwise fully and faithfully perform the terms covenants, agreements, terms, provisions and conditions of the Master Lease with respect insofar as they relate to the Sublessor's Percentage. Sublessee covenants Subleased Premises and agrees to otherwise fully and faithfully perform insofar as they are not inconsistent with the terms of this Sublease are made a part of and conditions incorporated into this Sublease as if recited herein in full, and the rights and obligations of the Landlord and the Tenant under the Master Lease shall be deemed the rights and obligations of Sublandlord and Subtenant respectively hereunder and shall be binding upon and inure to the benefit of Sublandlord and Subtenant respectively. The time limits contained in the Master Lease for the giving of notices, making of demands or performing of any act, condition or covenant on the part of the tenant thereunder, or for the exercise by the tenant thereunder of any right, remedy or option, be changed for the purposes of incorporation herein by reference by shortening the same in each instance by three (3) business days, so that in each instance Subtenant shall have three (3) business days less time to observe or perform hereunder than Sublandlord has as the tenant under the Master Lease; provided that the foregoing shall not apply to the time period set forth in the last line of Section 19.1.1, under which Subtenant shall have only one (1) business day less time. As between the parties hereto only, in the event of a conflict between the terms of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights terms of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any such conflict between shall be resolved in every instance in favor of the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevailSublease.

Master Lease. A. All (a) Subtenant takes possession of the obligations Subleased Premises, and enters into this Sublease, subject and subordinate to all of the terms, covenants, conditions, and restrictions of the Master Lease. Neither Sublandlord nor Subtenant shall by act or omission cause a breach of any of the terms, covenants, conditions, and restrictions contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) Lease. Sublandlord shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentagenot agree to, respectivelyor take any actions giving rise to, except as modified and amended by this Subleaseany amendment, and all rights and privileges contained in modification or termination of the Master Lease conferred upon Sublessor (as Tenant therein)Lease, are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved waive any provisions under the Master Lease or make any elections, exercise any right or remedy or give any consent or approval under the Master Lease that materially adversely impacts the rights and obligations of Subtenant hereunder or Sublandlord’s use of the Subleased Premises without Subtenant’s prior written consent. Except to the extent expressly incorporated by reference in this Sublease, none of the terms, covenants, conditions and restrictions of the Master Lease are incorporated herein to define the agreement as between Sublandlord and when dueSubtenant. With respect to any obligation of Subtenant to be performed under this Sublease, will wherever the Master Lease grants to Sublandlord a specified number of days after notice or other time condition to perform Sublessor's insurance its corresponding obligation under the Master Lease (excluding the payment of Rent), Subtenant shall have two (2) fewer days to perform the obligation, including without limitation curing any defaults. Any default notice or other notice of any obligations (including any billing or invoice for any Rent or any other expense or charge due under the Master Lease, and will otherwise fully and faithfully perform ) from Master Landlord which is received by Subtenant (whether directly or as a result of being forwarded by Sublandlord) shall constitute such notice from Sublandlord to Subtenant under this Sublease without the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable need for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevailadditional notice from Sublandlord.

Master Lease. A. All (a) Subtenant takes possession of the obligations Subleased Premises, and enters into this Sublease, subject and subordinate to all of the terms, covenants, conditions, and restrictions of the Master Lease. Neither Sublandlord nor Subtenant shall by act or omission cause a breach of any of the terms, covenants, conditions, and restrictions contained in the Master Lease. Sublandlord shall not agree to, or take any actions giving rise to, any amendment, modification or termination of the Master Lease, waive any provisions under the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with or make any elections, exercise any right or remedy or give any consent or approval under the Sublessor's Percentage and Master Lease that materially adversely impacts the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained obligations of Subtenant hereunder or Sublandlord’s use of the Subleased Premises without Subtenant’s prior written consent; provided that Sublandlord may, without the consent of the Subtenant, exercise any termination right expressly set forth in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, of the date of this Sublease. Except to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment incorporated by reference in this Sublease, none of the rentals reserved terms, covenants, conditions and restrictions of the Master Lease are incorporated herein to define the agreement as between Sublandlord and Subtenant. With respect to any obligation of Subtenant to be performed under this Sublease, wherever the Master Lease grants to Sublandlord a specified number of days after notice or other time condition to perform its corresponding obligation under the Master Lease as and when due(excluding the payment of Rent), will Subtenant shall have two (2) fewer days to perform Sublessor's insurance the obligation, including without limitation curing any defaults. Any default notice or other notice of any obligations (including any billing or invoice for any Rent or any other expense or charge due under the Master Lease, and will otherwise fully and faithfully perform ) from Master Landlord which is received by Subtenant (whether directly or as a result of being forwarded by Sublandlord) shall constitute such notice from Sublandlord to Subtenant under this Sublease without the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable need for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevailadditional notice from Sublandlord.

Master Lease. A. All Notwithstanding anything in this Sublease to the obligations contrary, the rights of Sublessee shall be subject to the terms and conditions contained in the lease ("Master Lease conferred and imposed upon Sublessor (as Tenant thereinLease") shall be borne by between Sublessor and the owner of the Leased Premises (the "Master Lessor"), as it may be amended from time to time. Sublessee in accordance shall assume and perform and comply with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment obligations of the rentals reserved lessee under the Master Lease to the same extent as if references to the Sublessor therein were references to Sublessee (all of which obligations are hereby incorporated herein), including, without limitation, the payment of any and when dueall costs, will perform Sublessor's insurance expenses, charges, fees, taxes, payments or other monetary obligations (except for minimum rent and percentage rent) for which Sublessor is liable or responsible under the Master Lease, and will otherwise fully and faithfully perform as such costs, expenses, charges, fees, taxes, payment or other monetary obligations come due. Sublessee shall not commit or permit to be committed on the terms and conditions Leased Premises any act or omission which shall violate any term or condition of the Master Lease with respect Lease. Notwithstanding anything in this Sublease to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform contrary, the terms and conditions effectiveness of this Sublease shall be conditioned upon Sublessor obtaining the written consent of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause Lessor (if such consent is required under the Master Lease), or in form and substance satisfactory to Sublessor, within ten (10) days of the rights of Sublessor as tenant under date hereof. If the Master Lease to be endangeredterminates for any reason, cancelled, terminated, forfeited or surrendered, or which would or might cause this Sublease shall terminate coincidentally therewith without any liability of Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevailSublessee.

Master Lease. A. All Sublessor is the obligations contained in lessee of the Premises be virtue of the lease, hereinafter referred to as the "Master Lease", a copy of which is attached hereto as Exhibit B, dated July 20, 1992, wherein Carmel Valley Partners 1 is the lessor, hereinafter referred to as the "Master Lessor". This Sublease is and shall be at all times subject and subordinate to the Master Lease conferred Lease. The terms, conditions and imposed upon Sublessor (as Tenant therein) shall be borne by respective obligations of Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by to each other under this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform Sublease shall be the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions except for those provisions of the Master Lease and which are directly contradicted by this Sublease in which event the terms of this Sublease on its part document shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease the word "Lessor" is used it shall be deemed to be performed. Neither mean the Sublessor nor herein and wherever in the Master Lease the "Lessee" is used it shall be deemed to mean the Sublessee shall herein. During the term of this Sublease and for all periods subsequent for obligations which have arisen prior to the termination of this Sublease, Sublessee does hereby expressly assume and agree to perform and comply with, for the benefit of Sublessor and Master Lessor, each and every obligation of Sublessor under the Master Lease to the extent such obligations are applicable to the Premises subleased pursuant to this Sublease. The obligations that Sublessee has assumed under this paragraph hereof are hereinafter referred to as the "Sublessee's Assumed Obligations." Such obligations do not include payment of rent to Master Lessor or cause the payment of additional rent under Sections 1.1 and 3.2 of the Master Lease, the adjustments to be done any act which would or might cause rent under Subsection 3.1.2 and Exhibit C of the Master Lease, or the rights charges under Section 5 of the Master Lease. Sublessee shall hold Sublessor as tenant under free and harmless of and from all liability, judgments, costs, damages, claims or demands, including reasonable attorneys' fees, arising out of Sublessee's failure to comply with or perform Sublessee's Assumed Obligations. Sublessor agrees to maintain the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing during the entire term of this Sublease, that if there is subject, however, to any conflict between the provisions earlier termination of the Master Lease and this Sublease which would permit without the fault of the Sublessor. Sublessor represents to Sublessee to do or cause to be done any act which is prohibited by that the Master Lease then is in full force and effect and that no default exists on the provisions part of any party to the Master Lease shall prevailLease.

Master Lease. A. All The provisions of the Master Lease, attached hereto as Exhibit "B" are, except as otherwise herein specifically provided, hereby incorporated in this Sublease with the same effect as if entirely rewritten herein, and shall fix the rights and obligations contained of the parties hereto with respect to the Sublease Premises with the same effect as if Sublessor and Sublessee were, respectively, the landlord and tenant named in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Lease. Sublessee in accordance with hereby covenants to perform all of the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment undertakings of the rentals reserved under the Master Lease Sublessor as and when due, will perform Sublessor's insurance obligations tenant under the Master Lease, including providing insurance coverage, during the term of this Sublease, and will otherwise fully and faithfully perform agrees not to do or permit to be done any act which shall result in a breach or violation of any of the terms and conditions of the Master Lease. Except as otherwise specifically provided herein, Sublessee is to have the benefit of the covenants and undertaking of Owner as landlord in the Master Lease with respect to the Sublessor's Percentageextent the same are applicable to the Sublease Premises during the term of this Sublease. Sublessee covenants It is expressly understood and agreed, however, that Sublessor is not in the position to render any of the services or to perform any of the obligations required of Sublessor by the terms of this Sublease which are the responsibility of Owner as landlord under the Master Lease, and that performance by Sublessor of its obligations hereunder are conditioned upon due performance by Owner of its corresponding obligations under the Master Lease. It is further understood and agreed, therefore, that notwithstanding anything to the contrary contained in this Sublease, Sublessor shall not be in default under this Sublease for failure to render such services or perform such obligations required of Sublessor by the terms of the Sublease which are the responsibility of the Owner as landlord under the Master Lease, but Sublessor agrees to otherwise fully take all reasonable measures to insure that Owner performs said obligations. The term "reasonable measures" shall not include legal action against Owner for its failure to so perform, unless Sublessee agrees to pay all costs and faithfully perform expenses incurred in connection therewith. In the terms and conditions event of the cancellation or termination of the Master Lease prior to the expiration date thereof and prior to the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights expiration date of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between or in the provisions event of the Master Lease surrender thereof, whether voluntary, involuntary or by operation of law, the Sublessee shall make full and this Sublease which would permit Sublessee complete attornment to do or cause to be done any act which is prohibited by the Master Lease then Owner for the provisions balance of the Master Lease shall prevailterms of this Sublease, upon the same covenants and conditions as are contained herein.

Master Lease. A. All (a) Sublessor hereby warrants that (i) Sublessor is the lessee, as successor-in-interest to Xxxxxxxx Properties Company, under the Lobby Lease with Commerce Street Venture, which Lobby Lease covers the Premises; (ii) the Lobby Lease is in full force and effect and neither Sublessor nor the Venture is in default under any provision under the Lobby Lease; (iii) a true and complete copy of the Lobby Lease (and any amendments thereto) is attached hereto as Exhibit B; and (iv) the Premises are not subleased to others. Sublessee shall have the peaceful and quiet enjoyment of the Premises without hindrance on the part of Sublessor, and Sublessor will warrant and defend the Sublessee in such peaceful and quiet enjoyment of the Premises against the claims of all persons claiming by, through or under the Sublessor. Sublessor shall keep the Lobby Lease in full force and effect by making timely payments of rent as required by the Lobby Lease and by performing all obligations contained of the lessee under the Lobby Lease not specifically assumed by the Sublessee hereunder. Sublessor shall neither do nor permit anything to be done which would cause the Lobby Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in the Master Venture under the Lobby Lease, and Sublessor shall indemnify and hold Sublessee harmless from and against all claims, liabilities and damages of any kind whatsoever by reason of any breach or default on the part of Sublessor which breach or default is not caused by Sublessee. Sublessor shall not, without the prior consent of Sublessee (not to be unreasonably withheld, conditioned or delayed), voluntarily (x) amend or modify the Lobby Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with a manner that would reduce the Sublessor's Percentage and the Premises or would materially adversely affect Sublessee's Percentageability to utilize the Premises for its intended use or would otherwise materially adversely affect Sublessee's rights and obligations hereunder, respectively, except as modified and amended by or (y) cancel or surrender the Lobby Lease during the Term of this Sublease. Sublessor agrees, and all rights and privileges contained in upon receipt from Sublessee of written notice of any default, obligation or duty of the Master Venture under the Lobby Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to promptly notify the extent Venture of Sublessee's Percentage. Sublessor covenants notice and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees use its best efforts to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master LeaseVenture to rectify or fulfill any default, obligation or the rights of Sublessor duty as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be listed in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevailSublessee's notice.

Master Lease. A. All the obligations contained in This Sublease is subordinate to the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Lease. Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants assumes and agrees it will make payment of to perform the rentals reserved lessee’s obligations under the Master Lease during the Sublease Term to the extent that such obligations are applicable to the Premises, except to the extent such obligations are modified by the terms of this Sublease (including, without limitation, the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease). Sublessor shall perform the lessor’s obligations under the Master Lease during the Sublease Term to the extent such obligations are applicable to the Premises except to the extent such obligations are modified by the terms of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease; provided, however, Sublessor acknowledges that Sublessee’s obligations have been modified as set forth herein. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder. Sublessor shall fully and punctually pay all rent and any other sums due and payable to Lessor, as and when due, will perform Sublessor's insurance obligations the same shall become due and payable under the Master Lease, and will otherwise fully and faithfully perform all obligations required of Sublessor thereunder. Sublessor shall provide Sublessee a copy of any notice it receives from the terms and conditions of Lessor pursuant to, or concerning the Master Lease with respect to within three (3) business days of Sublessor’s receipt thereof. In the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform event of any conflict between the terms and conditions of the Master Lease this Sublease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause terms of the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions terms of the Master Lease shall prevailgovern; provided, however, to the extent this Sublease modifies the terms of the Master Lease as between Sublessor and Sublessee, the terms of this Sublease shall govern.

Master Lease. A. All the obligations contained in the Master Lease conferred Sublessee hereby agrees to observe and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and perform all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as duties and when due, will perform Sublessor's insurance obligations of Sublessor under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions shall be entitled to all of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants rights and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights privileges of Sublessor as tenant under the Master Lease, insofar as they pertain to the Premises, except for such terms of the Master Lease which do not relate to be endangeredthe Premises or are inapplicable, cancelledinconsistent with or specifically modified by, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penaltythe terms of this Sublease. Sublessee agreeshereby agrees that this Agreement is and shall remain in all respects subject and subordinate to the Master Lease. Subject to the foregoing provisions, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between Sublessee will occupy the Premises in accordance with the provisions of the Master Lease as if Sublessee was the "Tenant" thereunder and this Sublease which would permit Sublessee to will not do or cause suffer to be done any act which is prohibited by might result in a violation of or a default under any of the Master Lease then the provisions terms, conditions, covenants or agreements of the Master Lease or which might render Sublessor liable for any charge, cost or expense thereunder by reason thereof. Sublessee acknowledges that certain defaults by it under this Sublease may constitute a default by Sublessor under the Master Lease, and that Sublessee‘s liability to Sublessor shall prevailinclude, but not be limited to, any damages or liabilities actually incurred by Sublessor to Master Landlord under the Master Lease by reason thereof. Notwithstanding the foregoing or anything to the contrary in this Sublease, Sublessee shall not liable for duplicative fees to both Sublessor and Master Landlord in connection with the foregoing or by reason of any provision of the Master Lease being incorporated by reference herein, provided that Sublessee has paid such fees to either the Master Landlord or the Sublessor, as the case may be.

Master Lease. A. All the obligations contained Sublandlord’s interest in the Master Lease conferred and imposed upon Sublessor (Sublease Premises is as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform . This Sublease Agreement is expressly made subject to all the terms and conditions of the Master Lease. Subtenant agrees to use the Sublease Premises in accordance with the terms of the Master Lease with respect and not to do or omit to do anything which will constitute a breach of any of the terms of the Master Lease. Except for Exhibit C to the Sublessor's Percentage. Sublessee covenants Master Lease; Paragraphs 3.1, 20.7, 20.9, 20.11, 20.12, and agrees 20.16 of the Addendum to otherwise fully the Lease; Paragraphs 2, 3, 4, 5 & 6 of Addendum A; and faithfully perform the paragraphs with the headings “Rental Rate”, “Audit Right”, “Tenant Improvements”, “First Right of Refusal”, “Renewal Options”, “Holdover”, “Security Deposit”, and “Commission” of the Second Amendment, all applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease Agreement as if Sublandlord were the Sublease on its part Landlord thereunder and Subtenant were the Tenant thereunder, and except that Sublandlord shall not be obligated to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause perform Landlord’s obligations under the Master Lease, or the rights of Sublessor as tenant but shall exercise due diligence in attempting to cause Landlord to perform its obligations under the Master Lease for the benefit of Subtenant. Subtenant assumes and agrees to perform the Tenant’s obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Sublease Premises, except that the obligation to pay rent to Landlord under the Master Lease shall be endangered, cancelled, terminated, forfeited considered performed by Subtenant to the extent rent is paid to Sublandlord in accordance with this Sublease Agreement. Subtenant shall not commit or surrendered, suffer any act or which would or might cause Sublessor to be in default thereunder or liable for omission that will violate any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between of the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by Lease. If the Master Lease then terminates, this Sublease shall terminate and the provisions parties shall be relieved of any further liability or obligation under this Sublease. If the Master Lease gives Sublandlord any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Premises or the building or project of which the Premises are a part, the exercise of such right by Sublandlord shall only be done with the consent of Subtenant and not constitute a default or breach hereunder. With regard to the Option to Terminate Lease set forth in Paragraph 20.10 of the Master Lease Lease, Sublandlord covenants and agrees that it will not exercise the same without Subtenant’s prior written consent, in which event Sublandlord and Subtenant shall prevailshare pro rata the termination fee required to be paid to Landlord, whereupon this Sublease Agreement will terminate concurrent with the Master Lease. All capitalized terms not otherwise defined herein shall have the meanings assigned in the Master Lease.

Master Lease. A. All This Sublease is subject and subordinate to the Master Lease. Sublessee covenants and agrees that Sublessee shall not by any act or omission, or by any failure to perform its obligations contained under this Sublease, cause any default to occur in the Master Lease conferred and imposed upon Lease, and, subject to the terms of this Sublease, Sublessee shall perform all of the obligations of Sublessor (as Tenant thereinunder the Master Lease which relate to the Sublease Premises as and when required under the Master Lease to the extent such obligations accrue during the Term; provided, however, that nothing contained herein shall require Sublessee to (i) pay any rent due to Master Landlord under the Master Lease, or (ii) restore the Sublease Premises to the condition the same existed on the commencement of the Master Lease. Sublessor shall be borne comply with the terms of the Master lease. Sublessee hereby covenants to abide by Sublessor all of the terms and provisions of the Master Lease as same pertain to the Sublease Premises and Sublessee in accordance with agrees to assume all liabilities and obligations of Sublessor under the Sublessor's Percentage and the Sublessee's Percentage, respectivelyMaster Lease, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublesseeexpressly provided herein, to the extent such liabilities and obligations accrue during the Term of Sublessee's Percentagethis Sublease. Sublessee recognizes that pursuant to the Master Lease, the Master Landlord retained certain rights, privileges, reservations, and benefits with respect to the Building and, more particularly, the Sublease Premises. Sublessee hereby consents and agrees to such rights, privileges, reservations and benefits as set forth in the Master Lease. Nothing contained herein shall be construed or interpreted as limiting the rights or privileges of Master Landlord arising under the Master Lease or by operation of law nor creating any new obligations on Master Landlord under the Master Lease. Sublessor covenants warrants and agrees represents that it will make payment has not received any notice(s) of default under the Master Lease and to the best of Sublessor’s knowledge neither Master Landlord nor Sublessor is in default under the Master Lease and no condition exists which with the passage of time or the giving of notice or both would constitute a default. Sublessor represents that the copy of the rentals reserved Master Lease attached hereto as Exhibit “A” is a true and complete copy of the Master Lease, and Sublessor has not assigned or pledged its interest in the Master Lease. Sublessee shall be entitled to the benefit of any services furnished by the Master Landlord under the terms of the Master Lease (subject to all of the terms, provisions, and limitations of the Master Lease); provided, however, Sublessor shall have no responsibility with respect to such services and Sublessee shall look solely to Master Landlord with respect thereto. Sublessee agrees that Sublessor shall not be liable to Sublessee for damages, delay or for any other claims which result from a breach by Master Landlord under the Master Lease, or that are due to the Master Landlord’s failure to perform under the Master Lease as and when due, will perform requested thereby. Sublessee agrees to look solely to the Master Landlord (and not to Sublessor's insurance ) for performance by Master Landlord for all obligations under the Master Lease. If Sublessee reasonably believes in good faith that Master Landlord has failed to perform any obligations with respect to the Sublease Premises, Sublessee shall give notice thereof to Master Landlord and Sublessor. In the event of any default or failure of performance by Master Landlord under the Master Lease, Sublessor agrees, upon receipt of notice from Sublessee, to make demand upon Master Landlord to perform its obligations under the Master Lease; provided, however, that Sublessee shall bear all reasonable out-of-pocket costs and expenses of Sublessor in connection therewith provided that Sublessee has approved of such costs in advance, and will otherwise fully Sublessor shall not be required to expend any funds or incur any out-of-pocket costs in connection with making any such demand upon Master Landlord. Sublessor further agrees, if requested by Sublessee, to cooperate with Sublessee in undertaking any reasonable legal action to enforce said obligations against Master Landlord related to the Sublease Premises provided that Sublessee shall bear all reasonable out-of-pocket costs and faithfully perform expenses of Sublessor in connection therewith (including reasonable attorneys’ fees and expenses and court costs) provided that Sublessee has approved of such costs in advance, and Sublessor shall not be required to expend any funds or incur any costs in connection with any such legal action. Sublessor shall not terminate the terms and conditions Master Lease or mutually agree with the Master Landlord to rescind the Master Lease, without Sublessee’s prior written consent, which shall not be unreasonably withheld or delayed. Sublessor shall not enter into or make any material modification or amendment to the Master Lease without Sublessee’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Without limiting the generality of the foregoing, Sublessee shall consent to any termination or rescission of the Master Lease if Master Landlord agrees to enter into a direct lease with Sublessee for a term equal to the remaining term of this Sublease and containing provisions which do not materially increase any obligation of Sublessee with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevailPremises.

Master Lease. A. All the obligations contained in Subtenant acknowledges receipt of the Master Lease conferred Xxxxx and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance all cases agrees to comply with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect as required by the tenant thereunder, except as specifically set forth herein, and except to the Sublessor's Percentageextent of any conflict between this Sublease and the Master Lease, in which case this Sublease shall control as between Sublandlord and Subtenant. Sublessee covenants It is the intent of the Sublandlord and agrees Subtenant that in all cases, except when Sublandlord must take certain direct actions with Master Landlord pursuant to otherwise fully the Master Lease and/or this Sublease (for example, the direct payment of the Rent and faithfully perform any other applicable sums of money to be paid by Sublandlord to Master Landlord and Sublandlord’s obligation to maintain the required insurance under the Master Lease), Subtenant shall comply with all terms and conditions of the Master Lease and as if it where the Sublease on its part tenant thereunder. Subject to the immediately prior grammatical sentence, neither Sublandlord nor Subtenant shall take any actions or fail to take any actions to cause a default under the Master Lease. Neither Sublandlord nor Subtenant shall amend or terminate or take any actions that would result in an amendment or termination of the Master Lease without the prior written consent of the other (with such consent not to be performedunreasonably withheld, delayed or conditioned). Neither Sublandlord and Subtenant shall each provide the Sublessor nor Sublessee other with a copy of all notices received from Master Landlord. Sublandlord and Subtenant shall do reasonably cooperate with each other and at the request of the other to communicate with Master Landlord to resolve any reasonable issues or cause to be done any act which would concerns or might cause defaults by Master Landlord under the Master Lease. As clarification, in accordance with Section 19.1.2 of the Master Lease, or Subtenant shall become directly liable to Master Landlord for all obligations of the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penaltyLease. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions In accordance with such Section of the Master Lease (but without limiting Sublandlord’s obligations under this Sublease), Subtenant shall perform and this Sublease which would permit Sublessee to do or cause observe all the agreements, covenants, conditions and provisions to be done any act which is prohibited performed and observed by the tenant under the Master Lease then Xxxxx and the provisions Master Landlord shall have the right to enforce such agreements, covenants and conditions directly against Subtenant. Sublandlord represents and warrants to Subtenant, to Sublandlord’s actual knowledge, (i) Sublandlord is not in default under the Master Lease, (ii) whether or not a default has technically occurred, the Premises are in compliance with all Applicable Laws, but only to the extent such compliance is Sublandlord’s obligation under the Master Lease, and (iii) whether or not a default has technically occurred, the Building’s systems are in good working order, but only to the extent such compliance is Sublandlord’s obligation under the Master Lease). Sublandlord shall, and does hereby, indemnify, release, and save harmless Subtenant and Subtenant’s affiliates, trustees, subsidiaries, beneficiaries, partners, agents, contractors, shareholders, members, managers, lenders, employees, officers, attorneys, shareholders, and directors (hereinafter called “Subtenant Group”) from and against any and all suits, liabilities, obligations, damages, penalties, claims, actions, costs, charges and expenses, including reasonable attorneys’ fees and other professional fees that may be imposed upon, incurred by or asserted against any of such indemnified parties, arising out of or related to a breach of the Master Lease shall prevailforegoing representations and warranties.

Master Lease. A. All 8.1. At any time and on reasonable prior notice to Subtenant, Sublandlord can elect to require Subtenant to perform Subtenant’s obligations under this Sublease directly to Master Landlord, in which event Subtenant shall send to Sublandlord from time to time copies of all notices and other communications that Subtenant shall send to and receive from Master Landlord. Subtenant shall not do or permit to be done anything which would constitute a violation or breach of any of the obligations contained in terms, conditions or provisions of the Master Lease conferred or which would cause the Master Lease to be terminated or forfeited by virtue of any rights of termination or forfeiture reserved by or vested in Master Landlord. If the Master Lease terminates, this Sublease shall terminate and imposed upon Sublessor (as Tenant therein) the parties shall be borne by Sublessor relieved from all liabilities and Sublessee in accordance with obligations under this Sublease; except that if this Sublease terminates (i) as a result of a default of one of the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by parties under this Sublease, and the defaulting party shall be liable to the non-defaulting party for all rights and privileges contained in damage suffered by the non-defaulting party as a result of the termination, or (ii) as a result of a voluntary surrender of the Master Lease conferred upon Sublessor by Sublandlord to Master Landlord (as Tenant thereinwhich shall not be deemed to include a right of termination by reason of casualty or condemnation), are hereby conferred and imposed upon SublesseeSublandlord shall be liable to Subtenant for all damage suffered by Subtenant as a result of the termination, unless Master Landlord shall accept an attornment by Subtenant to Master Landlord pursuant to the extent then executory provisions of Sublessee's Percentage. Sublessor covenants and agrees it will make payment this Sublease, subject to the provisions of Section 12.5(A)(II) of the rentals reserved under Original Master Lease; provided, however, that in no event shall either party be liable for consequential or punitive damages. Notwithstanding the foregoing, in the event of a termination, re-entry or dispossess of Sublandlord by Master Lease as and when due, will perform Sublessor's insurance obligations Landlord under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions Master Landlord may, at its option, take over all of the right, title and interest of Sublandlord hereunder and Subtenant, at Master Lease with respect Landlord’s option, shall attorn to Master Landlord pursuant to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions then executory provisions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions except as otherwise set forth in Section 12.5(A)(11) of the Original Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevailLease.

Master Lease. A. All Sublessor is the obligations contained in lessee of the Premises by virtue of a lease, (the “Master Lease”), a copy of which is attached hereto, wherein is the lessor, (“Master Lessor”). This Sublease is and shall at all times be subject and subordinate to the Master Lease conferred Lease. The terms, conditions and imposed upon Sublessor (as Tenant therein) shall be borne by respective obligations of Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by to each other under this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform Sublease shall be the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable except for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the those provisions of the Master Lease and which are directly contradicted by this Sublease in which would permit Sublessee to do or cause to be done any act which is prohibited by event the terms of this Sublease shall control over the Master Lease. Therefore, for the purposes of this Sublease, wherever in the Master Lease then the provisions word “Lessor” is used it shall be deemed to mean the Sublessor herein and wherever in the Master Lease the word “Lessee” is used it shall be deemed to mean the Sublessee herein. During the term of this Sublease and for all periods subsequent for obligations which have arisen prior to the termination of this Sublease, Sublessee does hereby expressly assume and agree to perform and comply with, for the benefit of Sublessor and Master Lessor, each and every obligation of Sublessor under the Master Lease (the “Sublessee’s Assumed Obligations”). The obligations that Sublessee has not assumed under this Paragraph 7 are hereinafter referred to as the “Sublessor’s Remaining Obligations”. Sublessee shall hold Sublessor free and harmless from all liability, judgments, costs, damages, claims or demands, including reasonable attorneys’ fees, arising out of Sublessee’s failure to comply with or perform Sublessee’s Assumed Obligations. Sublessor agrees to maintain the Master Lease during the entire term of this Sublease, subject however, to any earlier termination of the Master Lease shall prevailwithout the fault of the Sublessor, and to comply with or perform Sublessor’s Remaining Obligations and to hold Sublessee free and harmless from all liability, judgments, costs, damages, claims or demands arising out of Sublessor’s failure to comply with or perform Sublessor’s Remaining Obligations. Sublessor represents to Sublessee that the Master Lease is in full force and effect and that no default exists on the part of any party to the Master Lease.

Master Lease. A. All the obligations contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and This Sublease is subject to all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease. Sublessee hereby assumes and agrees to perform all of the obligations of "Lessee" under the Master Lease with to the extent said obligations apply to the Subleased Premises and Sublessee's use of the common areas, except as specifically set forth herein. Sublessor does not assume any of the obligations of Lessor under the Master Lease. Sublessee acknowledges that Sublessor's obligation to perform services, provide utilities, make repairs and maintain insurance shall be satisfied only to the extent that Lessor under the Master Lease satisfies those same obligations. With respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions performance by Lessor of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause obligations under the Master Lease, or Sublessor's sole obligation with respect thereto shall be to request the rights same, on request in writing by Sublessee, and to use reasonable efforts to obtain the same from Lessor; provided, however, Sublessor shall have no obligation to institute legal action against Lessor. Notwithstanding the foregoing, Sublessor agrees to perform the obligations of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited the extent such obligations are not assumed by Sublessee hereunder. Sublessee shall not commit or surrendered, or which would or might cause Sublessor permit to be in default thereunder committed on the Subleased Premises or liable for on any damage, claim other portion of the Premises any act or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is omission which violates any conflict between the provisions term or condition of the Master Lease and this Sublease which would permit Sublessee Lease. Except to do the extent waived or cause consented to be done any act which is prohibited in writing by the Master Lease then other party or parties hereto who are affected thereby, neither of the provisions parties hereto will, by renegotiation of the Master Lease shall prevail.Lease, assignment, subletting, default or any other voluntary action, avoid or seek to avoid the observance or performance of the terms to be observed or performed hereunder by such party, but will at all times in good faith assist in carrying out all the terms of this Sublease and in taking all such action as may be necessary or appropriate to protect the rights of the other party or parties hereto who are affected thereby against impairment. Nothing contained in this

Master Lease. A. All This is a Sublease, and this Sublease is subject to and subordinate in all respects, to the Master Lease. To the extent not inconsistent with this Sublease, the Master Lease, except for Subparagraphs 1(d), (e), (g), (i), (j) and (k), and Xxxxxxxxxx 0, 00, 00, 00, 00, 00, 00, 00 and Exhibits B and E thereof, is incorporated herein by reference as if fully set forth herein. Sublessee agrees that nothing herein contained shall be deemed to grant Sublessee any rights that would conflict with any of the covenants and conditions of the Master Lease, and Sublessee agrees that it will do nothing in, on or about the Sublease Premises which would result in the breach by Sublessor or its undertakings and obligations under the Master Lease. Except as specifically provided in this Sublease, nothing contained in this Sublease shall be construed as a guarantee by Sublessor of any of the obligations, covenants, warranties, agreements or undertakings of Landlord in the Master Lease, nor as an undertaking by Sublessor or Sublessee on the same or similar terms as are contained in the Master Lease conferred Lease. From and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with after the Sublessor's Percentage and the Sublessee's Percentage, respectivelySublease Commencement Date, except as modified and amended by this Subleaseset forth herein, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, with respect to the extent Sublease Premises Sublessee agrees to assume and be bound by all of Sublessee's Percentage. Sublessor the covenants and agrees it will make payment of the rentals reserved agreements made by Sublessor under the Master Lease and to perform all of the duties, responsibilities and obligations of the Sublessor under the Master Lease (the "Master Lease Obligations"), in each case substituting Sublessor for Landlord (as defined in the Master Lease) and when due, will perform Sublessor's insurance obligations Sublessee for Tenant (as defined in the Master Lease) under the Master Lease, and will otherwise fully and faithfully to hold Sublessor harmless from any damages, responsibility or liability which Sublessor may incur by virtue of Sublessee's occupancy of the Sublease Premises or any failure of Sublessee to perform the terms and conditions under this Sublease, including, but not limited to, performance of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevailObligations.

Master Lease. A. All Notwithstanding anything in this Sublease to the obligations contrary, the rights of Sub-lessee shall be subject to the terms and conditions contained in the lease (“Master Lease conferred Lease”) between Sub lessor and imposed upon Sublessor the owner of the Leased Premises (the “Master Lessor''), as Tenant therein) it may be amended from time to time. Sub-lessee shall be borne by Sublessor assume and Sublessee in accordance perform and comply with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment obligations of the rentals reserved lessee under the Master Lease to the same extent as if references to the Sub lessor therein were references to Sub-lessee (all of which obligations are hereby incorporated herein), including, without limitation, the payment of any and when dueall costs, will perform Sublessor's insurance expenses, charges, fees, taxes, payments or other monetary obligations (except for minimum rent and percentage rent) for which Sub lessor is liable or responsible under the Master Lease, and will otherwise fully and faithfully perform as such costs, expenses, charges, fees, taxes, payment or other monetary obligations come due. Sub-lessee shall not commit or permit to be committed on the terms and conditions Leased Premises any act or omission which shall violate any term or condition of the Master Lease with respect Lease. Notwithstanding anything in this Sublease to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform contrary, the terms and conditions effectiveness of this Sublease shall be conditioned upon Sub lessor obtaining the written consent of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause Lessor (if such consent is required under the Master Lease), or in form and substance satisfactory to Sub lessor, within ten (10) days of the rights of Sublessor as tenant under date hereof. If the Master Lease terminates for any reason or specifically by the Sub lessor, this Sublease shall terminate coincidentally therewith without any liability of Sub lessor to Sub-lessee. However, the Sub lessor agrees to make every effort to submit an application to the Master Lessor for new tenants to take over the existing Sub-lessors Master Lease agreement, but the success of this is dependent on agreement and permission granted by the Master Lessor, and the Sub lessor cannot be endangeredheld responsible or penalised by the Sub-lessee for any loss incurred by the sub- lessee by any detrimental decision by the Master Lessor which prohibits the Sub-lessee from enjoying continued occupation for the remainder of the lease period. In this instance however, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to the sub-lessor will be in default thereunder or only be liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions penalties incurred by early termination of the Master Lease Lease. All outstanding rental payments must be made in full by both the Sub lessor and this Sublease which would permit Sublessee the Sub-lessee prior to do or cause vacating the premises. The Sub lessor has the right to be done use the Sub-lessee’s security deposit if any act which is prohibited rental amounts are outstanding by the Master Lease then Sub-lessee at the provisions end of the Master Lease shall prevailthis period or if any equipment, keys, remotes, etc. are not returned.

Master Lease. A. All Master Tenant shall not assign or pledge or otherwise encumber its interest the obligations contained in Master Lease, directly, indirectly, by operation of law or otherwise, without the Grantee’s prior written consent. No Borrower shall amend, modify, alter, assign or terminate the Master Lease conferred and imposed upon Sublessor (as Tenant therein) without the prior written consent of Grantee. Each Borrower shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will timely perform Sublessor's insurance its obligations under the Master Lease, . Each Borrower covenants and will otherwise fully agrees that Grantee shall be and faithfully perform the terms and conditions hereby is made an intended third party Grantee of the Master Lease with respect to Lease. Notwithstanding the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform foregoing, any action (or inaction) by a Borrower that constitutes an Event of Default under this Security Instrument, although such action (or inaction) is permitted under the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, shall nevertheless constitute an Event of Default hereunder and shall not be deemed waived by virtue of such action (or the rights of Sublessor as tenant inaction) being permitted under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penaltyLease. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, Each Borrower agrees that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevailautomatically terminate upon Grantee’s acquisition of the Property pursuant to the entry of a judgment of foreclosure, sale of the Property by non-judicial foreclosure sale, or delivery by Borrower of a deed in lieu of foreclosure. Each Borrower hereby acknowledges and agrees that the Master Lease does not constitute a lien or other encumbrance upon the Property (other than as a tenancy thereof subject to the terms and provision hereof and of the other Loan Documents), notwithstanding that the Master Lease or a memorandum thereof may be recorded.

Master Lease. A. All the obligations contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants acknowledges and agrees it will make payment of that Sublessor is the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations tenant under the Master Lease, a copy of which is attached hereto as Exhibit B. This Sublease is subject and will otherwise fully subordinate to the Master Lease. The terms, conditions and faithfully perform respective obligations of Sublessor and Sublessee to each other under this Sublease shall be the terms and conditions of on the Master Lease with respect except to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the those provisions of the Master Lease and which are contradicted by this Sublease, in which event the terms of this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by shall control over the Master Lease then Lease. In addition, but not by way of limitation, the following provisions of the Master Lease shall prevailnot apply to the rights and obligations of Sublessor and Sublessee: Section 1, Section 3.3, Section 14.5, Section 16.4, Section 16.5 and Section 16.26. For the purposes of this Sublease, wherever in the Master Lease the word "Lessor" or "Landlord" is used it shall be deemed to mean the Sublessor herein and wherever in the Master Lease the word "Lessee" or "Tenant" is used it shall mean the Sublessee herein. During the term of this Sublease and any extensions or renewals hereof and for all periods subsequent for obligations which have arisen prior to the termination or expiration of this Sublease, Sublessee covenants and agrees to assume, abide by and respect all terms of the Master Lease, excepting those clauses relating to the payment of rent and term or which are inconsistent with this Sublease. Sublessee agrees to execute any documents required to demonstrate subordination of this Sublease to the Master Lease or to make this Sublease subordinate to the lien of any ground lease, mortgage, deed of trust, or security deed, as the case may be, including specifically a subordination, non-disturbance and attornment agreement. If requested to do so, Sublessee agrees to attorn to any person or other entity that acquires title to the real property encompassing the Subleased Premises, whether through judicial foreclosure, sale under power, or otherwise, and to any assignee of such person or other entity, provided that the entity requesting such attornment agrees to not disturb Sublessee's rights hereunder.

Master Lease. A. All the obligations contained in A true copy of the Master Lease conferred (with certain financial provisions redacted for reasons of confidentiality) is attached hereto as Exhibit A. This Sublease is and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor at all times subject and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, subordinate to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform . All of the terms and conditions of the Master Lease are hereby incorporated into this Sublease, and Subtenant does hereby expressly assume and agree to perform and comply with, for the benefit of Sublandlord and Landlord, each and every obligation of the Tenant under the Master Lease, except with respect to those provisions of the Master Lease which are expressly excluded from this Sublease or directly contradicted by this Sublease, in which event the terms of this Sublease shall control. The following provisions of the Master Lease shall not be incorporated into this Sublease: Exhibit C, the last sentence of the first paragraph in Paragraph 7, and provisions related to the Guaranty, Landlord’s Work, Landlord’s Work Letter, Moving Allowance, Move-In Costs, Tenant Allowance, and Tenant’s Work, including without limitation Exhibit D, Exhibit E, and Exhibit H, but excepting therefrom Section 7 of Exhibit C, Section 4 of Exhibit D, and Schedule 2 of Exhibit E, which shall be incorporated into this Sublease. In furtherance of and subject to the foregoing, for the purposes of this Sublease, wherever in the Master Lease the word “Landlord” is used it shall be deemed to mean the Sublandlord herein and wherever in the Master Lease the word “Tenant” is used it shall be deemed to mean the Subtenant herein; provided, however, Subtenant agrees to look solely to the Landlord, and not to Sublandlord, for the performance of all services and obligations of the Landlord under the Master Lease with respect to the Sublessor's PercentagePremises. Sublessee Sublandlord does not assume any obligation to perform the terms, covenants and agrees to otherwise fully and faithfully perform the terms and conditions of contained in the Master Lease on the part of the Landlord to be performed. In the event Landlord shall fail to perform any of the terms, covenants and conditions contained in the Sublease Master Lease on its part to be performed, Sublandlord shall cooperate with Subtenant in seeking to obtain the performance of Landlord under the Master Lease but Sublandlord shall have no obligation to supply such services or incur any cost or expense in connection therewith and shall not be obligated to bring a legal action to enforce Landlord’s obligations unless such action is requested in writing by Subtenant, who agrees to pay all costs and expenses to institute such legal action against Landlord. Neither Subtenant shall indemnify and hold Sublandlord harmless from and against all liability, judgments, costs, demands, claims, and damages of any kind whatsoever (including, without limitation, attorneys’ fees and court costs) by reason of any failure on the Sublessor nor Sublessee shall do or cause part of Subtenant to be done perform any act of the obligations of Tenant under the Master Lease which would or might cause Subtenant is obligated hereunder to perform. In order to facilitate the coordination of the provisions of this Sublease with those of the Master Lease, or the rights time periods contained in provisions of Sublessor as tenant under the Master Lease to that are incorporated by reference into this Sublease and for which the same action must be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of taken under the Master Lease and this Sublease (such as, for example and without limitation, payment of Rent, any cure time periods or for the response to requests by Subtenant for consent to an action for which would permit Sublessee consent of the Landlord is also required), are changed for the purpose of incorporation by reference by shortening or lengthening that period in each instance by five (5) days so that in each instance Subtenant shall have much less time to do observe or cause to be done any act which is prohibited by perform hereunder than Sublandlord has as Tenant under the Master Lease then and Sublandlord shall have that much more time to observe, perform, consent, approve or otherwise act hereunder than the Landlord has under the Master Lease. In instances in which the same action is not required under both the Master Lease and this Sublease, the time periods contained in provisions of the Master Lease shall prevailthat are incorporated by reference are not changed. With respect to approval required to be obtained by Landlord under the Master Lease, such consent must be obtained from Landlord and Sublandlord and the approval of Sublandlord will be deemed withheld if Landlord’s consent is not obtained. Sublandlord will duly notice Landlord of requests for consent by Subtenant, but retains the right to make its own independent determination of consent pursuant to the terms of this Sublease.

Master Lease. A. All 5.1 This Sublease and all of Sublessee's rights hereunder are and shall remain in all respects subject and subordinate to (i) all of the obligations contained in terms and provisions of the Master Lease, a copy of which (except for the rent and certain other financial provisions) has been delivered to Sublessee, (ii) any and all amendments of the Master Lease conferred or supplemental agreements relating thereto hereafter made between Landlord and imposed upon Sublessor (as Tenant therein) shall copies of which Sublessor agrees to deliver to Sublessee except for the rent and certain other financial provisions which may be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublesseeprovided, to the extent of however Sublessor shall not enter into any such amendments or supplemental agreements that shall (1) materially adversely affect Sublessee's Percentage. Sublessor covenants and agrees it will make payment rights hereunder, (2) increase Sublessee's obligations hereunder other than in an immaterial way, (3) decrease the size of the rentals reserved under Premises, or (4) shorten the Master Lease term hereof and (iii) any and all matters to which the tenancy of Sublessor, as and when due, will perform Sublessor's insurance obligations tenant under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the is or may be subordinate. Sublessee shall in no case have any rights under this Sublease greater than Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease Lease. The foregoing provisions shall be self-operative and no further instrument of subordination shall be necessary to be endangeredeffectuate such provisions unless required by Landlord, cancelledin which event Sublessee shall, terminatedupon demand by Landlord at any time and from time to time, forfeited execute, acknowledge and deliver and Landlord any and all instruments that Landlord may deem reasonably necessary or surrendered, or which would or might cause Sublessor proper to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing confirm such subordination of this Sublease, that and the rights of Sublessee hereunder. Sublessee hereby appoints Sublessor its attorney in fact, coupled with an interest, for the purpose of executing any such instrument of subordination if there is Sublessee shall fail to execute, acknowledge and/or deliver any conflict between the provisions such instrument of the Master Lease and this Sublease which would permit Sublessee to do subordination within ten (10) business days after Landlord's or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevailSublessor's demand therefor.

Master Lease. A. All the obligations contained in This Sublease is subject and subordinate to the Master Lease conferred and imposed upon Sublessor (as Tenant therein) to the matters to which the Master Lease is or shall be borne by Sublessor and Sublessee in accordance subordinate. Except as may be inconsistent with the Sublessor's Percentage terms and provisions hereof, the Sublessee's Percentageterms and provisions of the Master Lease shall be applicable to this Sublease as they relate to the Subleased Premises, respectively, except as modified and amended by shall be incorporated into this Sublease, and all rights and privileges contained in as if Sublandlord was the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved lessor under the Master Lease as and when due, will perform Sublessor's insurance obligations Subtenant was the lessee under the Master Lease. If the terms of this Sublease conflict with the terms of the Master Lease, then the terms of this Sublease shall control. Sublandlord agrees to use its best efforts not to cause a default under the Master Lease. Notwithstanding anything to the contrary contained in this Sublease, Subtenant shall not be deemed to have assumed any obligations of Sublandlord under the Master Lease for the benefit of Master Landlord, as this Sublease is not a direct lease with Master Landlord, and Master Landlord shall not be a third party beneficiary hereof. Without limiting the foregoing, Sublandlord shall make all payments to Master Landlord under the Master Lease. The Subtenant shall not commit or permit to be committed on the Premises any act which would violate any term or condition of the Master Lease (provided that Subtenant shall not be responsible for any acts or omissions by Sublandlord or its Affiliates). At Subtenant’s request, Sublandlord will otherwise fully exercise the rights and faithfully perform the terms and conditions of remedies Sublandlord has under the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants Premises (including the Subleased Premises), and agrees at law or in equity, so designated by Subtenant in its request, including without limitation, the enforcement of Sublandlord’s remedies against Master Landlord for Master Landlord’s failure to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause under the Master Lease. Such rights and remedies shall be pursued diligently by Sublandlord. Subtenant shall be entitled to a proportionate share of the damages and other sums obtained as the result of the exercise of any such rights or remedies by Sublandlord insofar as they relate to the Subleased Premises. If any such default by Master Landlord is not cured to Subtenant’s reasonable satisfaction, or in addition to the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be remedies contained in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease, Subtenant shall have the right to terminate this Sublease which would permit Sublessee by furnishing written notice to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevailSublandlord.

Master Lease. A. All the obligations contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor Sublandlord covenants and agrees it will make payment of the rentals reserved under the Master Lease base rent and additional rent, as applicable, as and when duedue and, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessorextent within Sublandlord's Percentage. Sublessee covenants and agrees control, to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performedLease. Neither the Sublessor nor Sublessee Subtenant shall not do or cause to be done or suffer or permit any act to be done which would or might cause the Master Lease, or the rights of Sublessor Sublandlord as tenant under the Master Lease to be endangered, cancelledcanceled, terminated, forfeited or surrendered, or which would or might cause Sublessor Sublandlord to be in default thereunder or liable for any damage, claim or penalty. Sublessee Subtenant agrees, as an express inducement for Sublessor executing Sublandlord's execution of this Sublease, that if there is any conflict between the provisions of this Sublease and the provisions of the Master Lease and this Sublease which would permit Sublessee Subtenant to do or cause to be done any act or suffer or permit anything to be done which is prohibited by the Master Lease Lease, then the provisions of the Master Lease shall prevail. Sublandlord hereby warrants and represents that it is now leasing the Premises pursuant to the terms and provisions set forth in the Master Lease, that the Master Lease is in full force and effect, and that Sublandlord has a valid leasehold interest in the Premises under the Master Lease; that neither the Master Lease nor any of the obligations, duties, and responsibilities of the Sublandlord or of the Landlord under the Master Lease have been amended, modified, or altered; and that there exists no circumstance, condition, or act of default which would entitle or permit the Landlord to terminate the Master Lease or to abridge any rights of Sublandlord as Lessee thereunder.

Master Lease. A. All By the obligations contained in MASTER LEASE, Owners have leased to SUBLANDLORD the Master Lease conferred Xxxxxx Facility, as described and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor depicted on Exhibits A and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, B to the extent of Sublessee's PercentageNew Owner Lease. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect This Sublease is made subject to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between MASTER LEASE except where the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then MASTER LEASE are inconsistent with the provisions of this Sublease, in which case the Master Lease provisions of this Sublease will control. Where in the MASTER LEASE there are duties owed by Owners to SUBLANDLORD which are necessary for the proper enjoyment of this Sublease, SUBLANDLORD will make all commercially reasonable efforts to obtain the performance of such duties by Owners in favor of SUBTENANT, but SUBLANDLORD shall prevailnot be liable for the failure of Owners under the terms of MASTER LEASE to perform said duties nor for the result of such failure. If Owners are in default of obligations and SUBLANDLORD is unsuccessful in obtaining Owners’ performance, then upon SUBTENANT’s written request, SUBLANDLORD shall assign to SUBTENANT its rights to enforce such defaulted obligations of the MASTER LEASE against Owners. SUBTENANT hereby agrees to faithfully and promptly perform all of the obligations and duties of SUBLANDLORD to Owners under the MASTER LEASE with respect only to the Leased Premises, except the obligation of SUBLANDLORD to pay rent, which obligation SUBLANDLORD agrees to continue to perform during the term hereof. Unless SUBLANDLORD is a party and has given written permission: SUBTENANT shall not communicate with any Owner or any other owner of an interest in the Xxxxxx Facility about the MASTER LEASE, this Sublease, the Tolling Agreement, or operations on or utilization of the Xxxxxx Facility or the Blue Stone Mine; and SUBTENANT shall not offer to purchase or lease all or any portion of the Xxxxxx Facility from any Owner or any other owner of an interest in the Xxxxxx Facility without SUBLANDLORD’s prior written consent.

Master Lease. A. All Landlord and Xxxxxx hereby acknowledge and agree that Landlord may enter into a Master Lease with a Third Party Tenant for the obligations contained operation and control of all or part of the Premises, and in such event, the Lease will automatically, without consent or further action of Tenant, be deemed a sublease between the Third Party Tenant, as sub-landlord, and Tenant, as subtenant. For the avoidance of doubt, aside from the fact that this Lease would (in such situation) become a sublease between Third Party Tenant (as sublandlord) and Tenant (as subtenant), rather than a lease between Landlord and Tenant, the terms of this Lease would not otherwise be changed by such action, and the Third Party Tenant (as “Landlord” under this Lease) would be required to comply with the terms of this Lease, as a sublease. This provision is self-operating; however, Xxxxxx agrees to execute any documents needed to confirm such sublease, and if the Master Lease conferred is entered into and imposed upon Sublessor (Third Party Tenant defaults thereunder, Tenant will attorn to Landlord, as substitute sublandlord, and, provided Tenant therein) shall be borne by Sublessor is not in default under the Lease after the expiration of any applicable notice and Sublessee cure periods, Tenant may remain in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment possession of the rentals reserved Tenant Space under the Master Lease as and when dueterms of the Lease, will perform Sublessor's insurance obligations under even if Landlord should terminate the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.

Master Lease. A. All a. Sublease is Subordinate to Master Lease. This Sublease is subject and subordinate to the obligations contained in Master Lease. Sublessee shall not commit or permit to be committed on the Sublease Premises any act or omission which shall violate any terms or condition of the Master Lease. If the Master Lease conferred and imposed upon terminates, this Sublease shall terminate. Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the have no liability to Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in if the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent terminates without fault of Sublessee's PercentageSublessor. Sublessor covenants hereby represents and agrees it will make payment warrants to Sublessee that (i) Sublessor knows of no claims or defenses or circumstances which, with the rentals reserved under the passage of time, would lead to claims or defenses by Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Lessor against Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing Lease; (ii) this Sublease, that if there is consented to by Master Lessor as provided for herein, does not violate any conflict between the provisions provision of the Master Lease Lease, and (iii) no provision of this Sublease is in violation of the terms of the Master Lease. Sublessor hereby covenants and agrees that, without the prior written consent of Sublessee, which consent shall not be unreasonably withheld or delayed, Sublessor shall not (i) terminate the Master Lease, (ii) amend or otherwise modify the terms of the Master Lease, unless such modification would permit Sublessee apply only to do a matter that would take effect only after the Expiration Date (or cause earlier termination of this Sublease), or (iii) willfully breach the terms of the Sublease or the Master Lease. Sublessor hereby agrees to be done any act which is prohibited by perform its obligations as tenant under the Master Lease then if and to the provisions extent those obligations are not assumed by Sublessee pursuant to the terms of the Master Lease shall prevailthis Sublease.

Master Lease. A. All This is a Sublease, and this Sublease is subject to and subordinate in all respects, to the obligations contained in Master Lease. Those portions of the Master Lease conferred and imposed upon Sublessor (as constituting covenants by Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease Lease, attached hereto as Exhibit B (the "MASTER LEASE COVENANTS") are incorporated herein by reference as if fully set forth herein. Sublessee agrees that nothing herein contained shall be deemed to grant Sublessee any rights that would conflict with any of the covenants and when dueconditions of the Master Lease, and Sublessee agrees that it will perform do nothing in, on or about the Sublease Premises which would result in the breach by Sublessor of Sublessor's insurance undertakings and obligations under the Master Lease. Nothing contained in this Sublease shall be construed as a guarantee by Sublessor of any of the obligations, covenants, warranties, agreements or undertakings of Landlord in the Master Lease, nor as an undertaking by Sublessor to Sublessee on the same or similar terms as are contained in the Master Lease. During the term of this Sublease except as set forth herein, with respect to the Sublease Premises Sublessee agrees to assume and be bound by all of the non-rental payment covenants and agreements made by Sublessor under the Master Lease Covenants and to perform all of the non-rental payment duties, responsibilities and obligations of Sublessor under the Master Lease Covenants (the "MASTER LEASE OBLIGATIONS"), in each case respecting such covenants, substituting Sublessor for Landlord (as defined in the Master Lease) and Sublessee for Tenant (as defined in the Master Lease), and will otherwise fully and faithfully to hold Sublessor harmless from any damages, responsibility or liability which Sublessor may incur by virtue of Sublessee's use of the Sublease Premises or any failure of Sublessee to perform the terms and conditions under this Sublease, including, but not limited to, performance of the Master Lease with respect Obligations. In order to effectuate the Sublessor's Percentage. Sublessee covenants understandings and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights intent of Sublessor and Sublessee as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be set forth in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease Sublessor and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.agree as follows:

Master Lease. A. All This Sublease is subject to all of the terms and ------------ provisions of the Master Lease and Sublessee agrees to be bound thereby. Except as otherwise provided herein, the terms and provisions of the Master Lease are hereby incorporated by reference, provided that wherever the words "Lessor" or "Landlord" (hereinafter referred to as "Lessor") appear in the Master Lease, the words shall be deemed to refer to Sublessor, and wherever the words "Lessee" or "New Tenant" (hereinafter, referred to as "Lessee") appear in the Master Lease, the words shall be deemed to refer to Sublessee. Except as otherwise provided herein, all of the rights and obligations contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), Lessee thereunder are hereby conferred and imposed upon Sublessee, Sublessee with respect to the extent of Sublessee's Percentage. Sublessor covenants Subleased Premises and agrees it will make payment all of the rentals reserved under rights and remedies conferred upon the Lessor are hereby conferred upon Sublessor. Sublessee acknowledges receipt of a copy of the Master Lease in the form attached hereto as Exhibit A and when dueagrees that during the term of this Sublease, Sublessee will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform not violate any of the terms and conditions of the Master Lease with respect to Lease. In the event Sublessee receives notice of Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions breach of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or Sublessee shall have the rights of Sublessor as tenant right, but not the obligation, to cure such breach. Sublessee's right to cure shall include, without limitation, Sublessee's right to make any payment required under the Master Lease directly to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor the Master Lessor and to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing deduct such payment from Sublessee's obligation under this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail.