Common use of Access Clause in Contracts

Access. Sublessee shall have access to the Subleased Premises twenty-four (24) hours a day, seven (7) days a week or as otherwise provided for in the Prime Lease, provided, however, Sublessee’s employees shall be required to show proper identification reasonably required by Sublessor to enter the Subleased Premises. Sublessor shall have the right to enter upon or obtain access to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case of an emergency, in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Sublease.

Access. Sublessee shall have Landlord reserves (for itself and its agents, consultants, contractors and employees) the right to enter the Premises at all reasonable times and, except in cases of emergency, after giving Tenant reasonable notice and subject to Tenant’s reasonable security requirements, to inspect the Premises (including, without limitation, environmental testing); to supply any service to be provided by Landlord hereunder; to show the Premises to prospective purchasers or mortgagees; to show the Premises to prospective tenants during the last nine (9) months of the Term; to post notices of nonresponsibility; and to repair or maintain the Premises and the Building as required by Section 8.1, without abatement of Rent (unless as a result of such activities, Tenant’s access to or use of the Subleased Premises twenty-four (24) hours a dayis materially impaired), seven (7) days a week or as otherwise provided and may for that purpose erect, use and maintain necessary structures in and through the Prime Lease, provided, however, Sublessee’s employees shall be required to show proper identification Premises and the Building where reasonably required by Sublessor the character of the work to enter be performed. Tenant hereby waives any claim for damages for any injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Subleased Premises or any other loss occasioned thereby, except to the extent caused by the negligence or willful misconduct of Landlord in the exercise of its rights and provided that Landlord shall use reasonable efforts not to materially adversely affect Tenant’s use of the Premises. Sublessor All locks for all of the doors in, upon and about the Premises, excluding Tenant’s vaults and safes or special security areas (designated in advance in writing by Tenant) shall at all times be keyed to a master system and Landlord shall at all times have and retain a key with which to unlock all of said doors. Landlord shall have the right to enter upon use any and all means that Landlord may deem necessary or proper to open said doors in an emergency in order to obtain access entry to any portion of the Premises, and any such entry to the Subleased Premises or portions thereof obtained by Landlord by any of said means, or otherwise, shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an eviction, actual or constructive, of Tenant from the Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case of an emergency, in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Subleaseportion thereof.

Access. Sublessee shall have access Landlord reserves (for itself and its agents, consultants, contractors and employees) the right to enter the Subleased Premises twentyat all reasonable times and, except in cases of emergency, after giving Tenant reasonable notice, to inspect the Premises (including, without limitation, environmental testing); to supply any service to be provided by Landlord hereunder; to show the Premises to prospective purchasers or mortgagees; to show the Premises to prospective tenants during the last year of the Term; to post notices of non-four (24) hours a day, seven (7) days a week responsibility; and to repair or maintain the Premises and the Building as otherwise provided for in required or permitted by the Prime terms of this Lease, providedwithout abatement of Rent, howeverand may for that purpose erect, Sublessee’s employees shall be required to show proper identification use and maintain necessary structures in and through the Premises and the Building where reasonably required by Sublessor the character of the work to enter be performed. Tenant hereby waives any claim for damages for any injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Subleased Premises or any other loss occasioned thereby, except to the extent caused by the gross negligence or willful misconduct of Landlord in the exercise of its rights and provided that Landlord shall use reasonable efforts not to materially adversely affect Tenant’s use of the Premises. Sublessor All locks for all of the doors in, upon and about the Premises, excluding Tenant’s vaults and safes or special security areas (designated in advance in writing by Tenant) shall at all times be keyed to a master system and Landlord shall at all times have and retain a key with which to unlock all of said doors. Landlord shall have the right to enter upon use any and all means that Landlord may deem necessary or proper to open said doors in an emergency in order to obtain access entry to any portion of the Premises, and any such entry to the Subleased Premises or portions thereof obtained by Landlord by any of said means, or otherwise, shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an eviction, actual or constructive, of Tenant from the Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case of an emergency, in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Subleaseportion thereof.

Access. Sublessee Landlord reserves and shall at any time and all times have access the right to enter the Subleased Premises twentyto inspect the same, to supply janitorial service and any other service to be provided by Landlord to Tenant hereunder, to submit said Premises to prospective purchasers, tenants or actual or prospective lenders, to post notices of non-four (24) hours a dayresponsibility, seven (7) days a week to use and maintain pipes and conduits in and through the Premises, and to alter, improve or as otherwise provided repair the Premises or any other portion of the Building, all without being deemed guilty of an eviction of Tenant and without abatement of rent, and may for in the Prime Lease, provided, however, Sublessee’s employees shall be required to show proper identification that purpose erect scaffolding and other necessary structures where reasonably required by Sublessor the character of the work to be performed, provided that the business of Tenant shall be interfered with as little as is reasonably practicable. Landlord may enter by means of a master key without liability to Tenant for any damage caused by Landlord entering the Subleased Premises, except for damage to Tenant's personal property caused by any failure of Landlord to exercise due care. Tenant shall not disturb any notices or other items placed by Landlord in the Premises. Sublessor Tenant hereby waives any claim for damages for any injury or inconvenience to or interference with Tenant's business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss occasioned thereby. For each of the aforesaid purposes, Landlord shall at all times have and retain a key with which to unlock all of the doors in, upon and about the Premises, excluding Tenant's vaults and safes, and Landlord shall have the right to enter upon or use any and all means which Landlord may deem proper to open said doors in an emergency in order to obtain access entry to the Subleased Premises. Any lock installed by Tenant shall be of a type and style designated by Landlord concurrently with such installation. Any entry to the Premises obtained by Landlord by any of said means shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or any eviction of Tenant from the Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case portion thereof. No provision of an emergency, in which case no notice will this Lease shall be required) construed as obligating Landlord to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights repairs, alterations or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises decorations except as Sublessor shall elect, all without any abatement of any of the Rent otherwise expressly agreed to be paid performed by Sublessee under this SubleaseLandlord.

Access. Sublessee shall have access to the Subleased Premises twenty-four (24) hours a day, seven (7) days a week Landlord or as otherwise provided for in the Prime Lease, provided, however, SublesseeLandlord’s employees shall be required to show proper identification reasonably required by Sublessor to enter the Subleased Premises. Sublessor agents shall have the right to enter upon or obtain access to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (and, except in the case of an emergency, in which case no on not less than forty-eight (48) hours prior written notice will be required) to inspect Tenant, to examine the Subleased Premises, or same and to otherwise exercise or perform any show them to prospective purchasers of the rights building, and to make such repairs, alterations, improvements or obligations of Sublessor under the Prime Lease additions as Landlord may reasonably deem necessary or this Sublease. At any time during the Term of this Subleasedesirable, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter and Landlord shall be allowed to take all material into and upon said Premises that may be required therefore, without the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintainsame constituting an eviction of Tenant in whole or in part and the Rent reserved shall in no way xxxxx while said repairs, repair or replace anything for which Sublessee is responsible under this Subleasealterations, improvements, or the Prime Leaseadditions are being made, and correct the same after providing written notice, without being deemed in any manner guilty by reason of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage loss or interruption of Sublessee’s business resulting therefromof Tenant, or otherwise; provided, however, Landlord diligently pursues such repairs, alterations, improvements or additions. If Sublessee shall have vacated During the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months month period prior to the expiration of the then current Term term of this Sublease Lease or any renewal term, unless Tenant shall have exercised its then right to renew the term of this Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and make place upon the premises the usual notices “To Let” or “For Sale” which notices Tenant shall permit to remain thereon without molestation. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any and all such changesobligation, alterationsresponsibility or liability whatsoever, revisionsfor the care, additions and tenant and other improvements in maintenance, or about the Subleased Premises as Sublessor shall elect, all without any abatement of any repair of the Rent Premises or any part thereof, except as otherwise herein specifically provided. Landlord shall give Tenant reasonable notice during business hours prior to any entry. Landlord acknowledges that Tenant is a health care provider subject to the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and in accordance therewith, Tenant is required to maintain the privacy of its patients. Landlord agrees to use commercially reasonable efforts to avoid contact with such confidential patient records or other information when access to the Premises by Landlord is permitted hereunder, and Landlord shall be paid accompanied by Sublessee under an agent or employee of Tenant when entering the Premises in accordance with the terms of this SubleaseLease.

Access. Sublessee shall have access From the date hereof and prior to the Subleased Premises twentyClosing, Seller and Parent shall provide Buyer with such information as Buyer may from time to time reasonably request with respect to the Tissue Business and the transactions contemplated by this Agreement, and shall provide Buyer and its accountants, counsel, consultants and other representatives reasonable access during regular business hours and upon reasonable notice to the personnel, properties, books and records of the Tissue Business as Buyer may from time to time reasonably request; provided that Seller and Parent shall not be obligated to provide Buyer with any information not material to the Tissue Business relating to trade secrets or which would violate any law, rule or regulation or term of any Commitment, or if the provision thereof would adversely affect the ability of Seller or Parent or any of their respective affiliates to assert attorney-four (24) hours a dayclient, seven (7) days a week attorney work product or as otherwise provided for in the Prime Lease, provided, however, Sublessee’s employees other similar privilege. Seller acknowledges that Buyer shall be required entitled to show proper identification cause an information memorandum to be prepared and used in connection with the consummation of Buyer's financing of the transactions contemplated hereby pursuant to the Financing Letters and agrees to use commercially reasonable best efforts to furnish Buyer with access to, and to cause the cooperation of, all personnel necessary for Buyer to consummate such financing, provided that (i) Buyer shall provide Parent with drafts of any such information memorandum reasonably in advance of any proposed distribution thereof and (ii) prior to the time at which Buyer and Newco print and distribute the information memorandum in preparation for the "road show," Buyer shall take reasonable and customary steps (which shall be approved in advance by Parent and Seller) to ensure that any recipient of any such information memorandum shall treat the information contained therein related to the Tissue Business as confidential in accordance with Buyer's obligations under the Confidentiality Agreement. In addition, Parent and Seller shall request their accountants, at Buyer's request, to consent to the inclusion of their report or reports in, and to issue a comfort letter on customary terms in connection with, any information memoranda or filings required by Sublessor such financing. Seller and Parent expressly disclaim (and Buyer hereby acknowledges and agrees to enter such disclaimer) any responsibility for the Subleased Premises. Sublessor shall have the right to enter upon completeness or obtain access to the Subleased Premises accuracy or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case of an emergency, in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any sufficiency for Buyer's purposes of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed information contained in any manner guilty such information memorandum (it being understood that no cooperation provided by Seller or Parent pursuant to this Section 4.03 shall diminish, change or enlarge the representations and warranties of trespass, eviction or forcible entry Parent and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this SubleaseSeller expressly set forth herein).

Access. Sublessee Tenant shall have access to the Subleased Premises Building and the Garage seven (7) days per week, twenty-four (24) hours a per day, seven (7) days a week or as otherwise provided for subject to Landlord’s rights set forth in the Prime Leaseparagraph 4.3.1, provided, however, Sublesseeabove. Tenant shall permit Landlord and Landlord’s employees shall be required to show proper identification reasonably required by Sublessor Agents to enter into the Subleased Premises. Sublessor shall have the right to enter upon or obtain access to the Subleased Premises or at any part thereof without charge time on at all reasonable times upon reasonable prior least one (1) Business Day’s notice ({except in the case of an emergencyemergency involving the possibility of injury or death to persons or damage to property within the Building, in which case no notice will shall be required), subject to Tenant’s reasonable security requirements which had been delivered in writing to Landlord prior to the date of entry by Landlord, which may include the need to sign in, provide identification and, except in emergencies, be escorted by an employee of Tenant (provided that Tenant makes one of its employees available for such purpose during normal business hours on the date and time requested by Landlord) for the purpose of inspecting the same or for the purpose of repairing, altering or improving the Premises or the Building. Nothing contained in this paragraph 4.8 shall be deemed to inspect impose any obligation upon Landlord not expressly stated elsewhere in this Lease. When reasonably necessary, and so long as same does not deprive Tenant of all reasonable access to the Subleased Premises, Landlord may temporarily close Building or Land entrances, Building doors or other facilities, without liability to otherwise exercise Tenant by reason of such closure and without such action by Landlord being construed as an eviction of Tenant or perform as relieving Tenant from the duty of observing or performing any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term provisions of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee Landlord shall have vacated the Subleased Premisesright, has not paid Rent and is in default beyond any applicable upon one (1) Business Day’s prior notice and cure periodto Tenant, Sublessor may at Sublessor’s option reenter to enter the Subleased Premises at any time during the last six twelve (612) months of the then current Lease Term or at any time without notice during the occurrence of this Sublease an Event of Default for the purpose of showing the Premises to prospective tenants and make any to erect on the Premises a suitable sign indicating the Premises are available. Tenant shall give written notice to Landlord at least ten (10) Business Days prior to vacating the Premises and all shall arrange to meet with Landlord for a joint inspection of the Premises prior to vacating. In the event that Tenant fails to timely deliver such changesnotice to Landlord and a joint inspection of the Premises does not occur prior to Tenant’s vacating the Premises or the last day of the Lease Term, alterationswhichever comes first (the “Outside Inspection Date”), revisionsLandlord’s inspection of the Premises upon one (1) Business Day’s notice to Tenant of such inspection after the Outside Inspection Date shall be conclusively deemed correct for purposes of determining Tenant’s responsibility for repairs and restoration, additions and tenant and other improvements unless Tenant participates in such inspection. Landlord shall not be liable for the consequences of admitting by passkey, or about refusing to admit to the Subleased Premises as Sublessor shall electPremises, all without any abatement of Tenant or any of Tenant’s Agents, or other persons claiming the Rent otherwise to be paid by Sublessee under this Subleaseright of admittance.

Access. Sublessee (a) Subject to applicable governmental laws, rules and regulations, Landlord and its agents shall have access the right following not less than seventy-two hours’ notice (except in an Emergency (as hereinafter defined)) to enter the Subleased Premises twenty-four at all reasonable times for the purpose of examining or inspecting the same, showing the same to prospective purchasers or tenants of the Building (24) hours a day, seven (7) days a week or as otherwise provided for in the Prime Leasefinal 9 months of the term), providedand as necessary to perform its obligations hereunder. Landlord may erect, howeveruse and maintain scaffolding, Sublessee’s employees shall be required to show proper identification pipes, conduits and other necessary structures in and through the Premises where reasonably required by Sublessor the character of the work performed, provided that the business of Tenant shall not be interfered with unreasonably. If Tenant shall not personally be present to open and permit an entry into the Premises at any time when such entry by Landlord is necessary or permitted hereunder, Landlord may enter by means of a master key or, in emergencies, may enter forcibly, without liability to Tenant. In exercising its rights pursuant to this Section 17 hereof, Landlord shall use its reasonable efforts not to unreasonably interfere with Tenant’s operations in the Subleased PremisesPremises and to minimize any such interference. (b) Tenant shall have the exclusive right (via card reader devices or equipment) to access the telecom and electric closets on each floor of the Building upon which a portion of the Premises is located. Sublessor In exercising its rights pursuant to this Section 17(b) Tenant shall not disrupt and/or disable the equipment located within such closets. Tenant shall have the right to enter upon or obtain access install additional equipment within such closets at Tenant’s expenses, subject to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case written consent of an emergencyLandlord, in which case no notice will consent shall not be required) to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Subleaseunreasonably withheld. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into Tenant shall indemnify and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability hold Landlord harmless for any damage damages incurred by Landlord arising from the acts or omissions of Tenant, its agents, employees and contractors in such telecom and electric closets. (c) As used herein, the term “Emergency” shall mean an event requiring immediate action, e.g., danger to health, life or property, fire water seepage, sewer backup or cessation or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated any facility servicing the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Subleaselike.

Access. Sublessee Until the expiration of the Due Diligence Period, Seller Group shall have access afford Lender’s or Lenders’ agents or representatives reasonable access, during normal business hours, to the Subleased Premises twentyReal Property and improvements for purposes of any non-four (24) hours a dayintrusive physical, seven (7) days a week structural or as otherwise provided for environmental inspection of the Real Property. Furthermore, Seller Group agrees to reasonably cooperate with the Lenders in their inspection activities permitted hereunder, at no cost to Seller Group, and Seller Group agrees to use reasonable, good faith efforts to assist Purchaser in obtaining additional reasonable due diligence information from the Prime Leaseother owners of the Land and Improvements, providedat no cost to Seller Group. Purchaser agrees that, howeverto cover any physical or environmental inspections of the Real Property by Lenders, SublesseePurchaser or Purchaser’s employees shall be required agents will carry not less than $2,000,000 comprehensive general liability insurance; will not interfere with the activity of any persons occupying or providing service at the Real Property; and will not contact any governmental authority and will not reveal to show proper identification reasonably any governmental authority the results of its inspections except to the extent required by Sublessor to enter law. Such insurance policy shall name Seller as an additional insured. PURCHASER SHALL NOT AND SHALL NOT PERMIT ITS LENDERS TO, CONDUCT OR ALLOW ANY PHYSICALLY INVASIVE OR SUBSURFACE TESTING OF, ON, ABOUT OR UNDER THE LAND OR IMPROVEMENTS WITHOUT FIRST OBTAINING SELLER GROUP’S WRITTEN CONSENT, WHICH SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED, AS TO THE TIMING AND SCOPE OF WORK TO BE PERFORMED. PURCHASER’S BREACH OF THE FOREGOING PROHIBITION SHALL ENTITLE SELLER GROUP, AT ITS OPTION, IMMEDIATELY TO DECLARE THIS AGREEMENT TO BE TERMINATED AND TO DEDUCT FROM THE DEPOSIT ANY DAMAGES ACTUALLY INCURRED BY SELLER TO REPAIR THE DAMAGE CAUSED BY PURCHASER OR PURCHASER’S LENDERS. WITH REGARD TO THE LENDERS’ REQUESTS FOR ACCESS OR CONSENTS FOR ANY DUE DILIGENCE MATTERS, SELLER GROUP MUST PROVIDE ACCESS OR RESPOND TO LENDERS’ REQUEST FOR CONSENT WITHIN THREE (3) BUSINESS DAYS AFTER THE REQUEST IS MADE; ANY FURTHER DELAY WILL RESULT IN A DAY-FOR-DAY EXTENSION OF THE DUE DILIGENCE PERIOD. Xxxx X. Xxxxxxx is the Subleased Premises. Sublessor “point person” of Seller Group whom Purchaser and its Lenders shall have the right to enter upon or obtain coordinate all visits and requests access to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case of an emergency, in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Subleasedocumentation.

Access. Sublessee shall have (a) Between the date of execution of this Agreement and continuing until the Closing Date, Seller will give Purchaser and its representatives access to the Subleased Premises twenty-four (24) hours a dayPipeline Assets and access to the Records in Seller’s or the Acquired Companies’ possession, seven (7) days a week for the purpose of conducting an investigation of the Acquired Companies and the Pipeline Assets and copying the Records, but only to the extent that Seller may do so without violating any obligations to any third party and to the extent that Seller or as otherwise provided for in the Prime Lease, provided, however, Sublessee’s employees Acquired Companies have authority to grant such access without breaching any restriction binding on Seller or the Acquired Companies. Such access by Purchaser shall be required limited to show proper identification Seller’s normal business hours, and any weekends and after hours requested by Purchaser that can be reasonably required accommodated by Sublessor Seller, and Purchaser’s investigation shall be conducted in a manner that minimizes interference with the operation of the Pipeline Assets. All information obtained by Purchaser and its representatives under this Section shall be subject to enter the Subleased Premises. Sublessor terms of Section 11.4(b)(v) and the terms of that certain confidentiality agreement among Anadarko E&P Onshore LLC, Western Gas Partners LP and Purchaser dated March 9, 2015, as amended (the “Confidentiality Agreement”). (b) Between the date of this Agreement and the date that is five (5) Business Days prior to the Closing Date, upon prior written notice to Seller, Purchaser shall have the right to enter upon conduct a Phase I Environmental Site Assessment of all or obtain any portion of the Pipeline Assets (the “Assessment”), which shall be conducted by TRC Companies, Inc. The Assessment shall be conducted at the sole cost and expense of Purchaser, and shall be subject to the indemnity provisions of Section 7.1(c) and Section 11.4(b)(v). Purchaser may not operate equipment or conduct any sampling, boring, drilling or other invasive investigative activity with respect to the Pipeline Assets (“Invasive Activity”) without the prior written consent of Seller, which consent may be withheld in Seller’s sole discretion. If Purchaser wishes to conduct an Invasive Activity, Purchaser shall furnish for Seller’s review and approval (which may be withheld in Seller’s sole discretion) a proposed scope of such Invasive Activity, including a description of the activities to be conducted and a description of the approximate locations of such activities. Seller shall have the right to be present during any Assessment of the Pipeline Assets and shall have the right, at its option and expense, to split samples with Purchaser, if applicable. The access granted to Purchaser under this Section 7.1(b) shall be limited to Seller’s normal business hours or as otherwise agreed in advance, and Purchaser’s investigation shall be conducted in a manner that minimizes interference with the operation of the Pipeline Assets. Purchaser shall abide by Seller’s safety rules, regulations, and operating policies (including the execution and delivery of any documentation or paperwork, e.g., confidentiality agreements or liability releases, with respect to Purchaser’s access to any of the Subleased Premises Pipeline Assets) while conducting its due diligence evaluation of the Pipeline Assets. After completing any Assessment of the Pipeline Assets, Purchaser shall, at its sole cost and expense, restore the Pipeline Assets to their condition prior to the commencement of such Assessment, unless Seller requests otherwise, and if Seller permits Purchaser to conduct an Invasive Activity, shall promptly dispose of all corings or any part thereof without charge at all reasonable times upon reasonable prior notice (except other investigative-derived wastes generated in the case course of an emergencysuch Invasive Activity. Purchaser shall maintain, and shall cause its officers, employees, representatives, consultants and advisors to maintain, all information obtained by Purchaser pursuant to any Assessment or other environmental due diligence activity (the “Environmental Information”) as strictly confidential in which case no notice will be perpetuity, unless disclosure of any facts discovered through such Assessment is required) to inspect , on the Subleased Premisesadvice of counsel, under any Environmental Laws, other Laws, or to otherwise exercise comply with any subpoena, court or perform administrative order or, following the Closing, any contractual or legal obligation of Purchaser. Purchaser shall provide Seller with a copy of the rights final draft of all environmental reports prepared by, or obligations of Sublessor on behalf of, Purchaser with respect to any Assessment or permitted Invasive Activity conducted on the Pipeline Assets. In the event that any necessary disclosures under the Prime Lease or this Sublease. At any time during the Term of this Subleaseapplicable Environmental Laws are required, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines advice of counsel, with respect to matters discovered by any Assessment conducted by, for or on behalf of Purchaser, Purchaser agrees that Sublessee is not acting within a commercially reasonable time Seller shall be the responsible party for disclosing such matters to maintainthe appropriate Governmental Bodies. (c) PURCHASER HEREBY AGREES TO DEFEND, repair or replace anything for which Sublessee is responsible under this SubleaseINDEMNIFY, or the Prime LeaseRELEASE, and correct the same after providing written noticePROTECT, without being deemed in any manner guilty of trespassSAVE AND HOLD HARMLESS THE SELLER INDEMNITEES FROM AND AGAINST ANY AND ALL LOSSES AND CLAIMS ARISING OUT OF OR RELATING TO ANY DUE DILIGENCE ACTIVITY CONDUCTED BY PURCHASER OR ITS AGENTS, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased PremisesWHETHER BEFORE OR AFTER THE EXECUTION OF THIS AGREEMENT, has not paid Rent and is in default beyond any applicable notice and cure periodINCLUDING ANY LOSSES RESULTING, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changesIN WHOLE OR IN PART, alterationsFROM THE SOLE, revisionsACTIVE, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall electPASSIVE, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this SubleaseGROSS, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW BY THE SELLER INDEMNITEES.

Access. Sublessee shall have (a) During the Term, Lessor hereby grants to Lessee and its respective Affiliates, agents, employees and contractors (collectively, “Lessee’s Parties”) for no additional consideration, an irrevocable, non-exclusive right of access to and use of those portions of the Subleased Premises twenty-four Refinery Site that are reasonably necessary for access to and/or the operation, maintenance, replacement, inspection, protection, repair and removal of the Relevant Assets and Additional Improvements by Lessee, all so long as such access and use by any of Lessee’s Parties does not unreasonably interfere in any material respect with Lessor’s operations at the Refinery Site and complies with Lessor’s rules, norms and procedures governing safety and security at the Refinery Site. The facilities from time to time on the Refinery Site that are subject to the access and use rights provided under this Section 2.2, are referred to herein as the “Shared Access Facilities.” Notwithstanding the foregoing, the provisions of this Section 2.2(а) shall relate only to access and use of the Shared Access Facilities, and the Site Services Agreement shall cover all services that are to be provided by Lessor under the terms of the Site Services Agreement. (24b) hours a dayLessor hereby retains for itself and its Affiliates, seven agents, employees and contractors (7) days a week or as otherwise provided for in the Prime Leasecollectively, provided“Lessor’s Parties”), however, Sublessee’s employees shall be required to show proper identification reasonably required by Sublessor to enter the Subleased Premises. Sublessor shall have the right to enter upon or obtain of access to all of the Subleased Premises, the Relevant Assets and the Additional Improvements (i) to determine whether the conditions and covenants contained in this Lease are being kept and performed, (ii) to comply with Environmental Laws, (iii) to inspect, maintain, repair, improve and operate the SUMF Assets and the Shared Access Facilities and any assets of Lessor located on the Premises or to install or construct any part thereof without charge at all reasonable times upon reasonable prior notice (except in structures or equipment necessary for the case maintenance, operation or improvement of an emergencyany such assets or the installation, in which case no notice will be required) to inspect the Subleased Premisesconstruction or maintenance of any Connection Facilities, or (iv) if reasonably necessary for access to otherwise exercise or perform any of and/or the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Subleaseoperation, at reasonable times upon prior reasonable noticemaintenance, Sublessor mayreplacement, at Sublessor’s optioninspection, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintainprotection, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement removal of any of Lessor’s assets, all so long as such access by Lessor’s Parties does not unreasonably interfere in any material respect with Lessee’s operations on the Rent otherwise to be paid by Sublessee under this SubleasePremises and complies with Lessee’s rules, norms and procedures governing safety and security at the Premises.

Access. Sublessee (a) Subject to applicable Laws, during the period from the date of this Agreement to the Closing, CareOregon shall, and shall cause the CareOregon Companies to, and the CareOregon Companies shall, authorize and permit SCAN Group and its representatives (which term shall be deemed to include its independent accountants and counsel) to have reasonable access, during normal business hours, upon reasonable advance notice and in such manner as will not unreasonably interfere with the conduct of the CareOregon Business, to (i) the facilities and assets of CareOregon and the CareOregon Companies, (b) the properties, books and records relating to the CareOregon Business, and (c) the officers of CareOregon and the CareOregon Companies, in each case to the extent necessary or appropriate for the purposes of obtaining any necessary Approvals of or Permits for the transactions contemplated by this Agreement and familiarizing SCAN Group with developments relating to the CareOregon Business arising after the date hereof. All requests for access to the Subleased Premises twenty-four (24) hours a daysuch facilities, seven (7) days a week or as otherwise provided for in the Prime Leaseassets, providedproperties, howeverbooks, Sublessee’s employees records, officers and other information shall be required made to show proper identification reasonably required the representatives who CareOregon shall designate, who shall be solely responsible for coordinating and shall coordinate all such requests and all access permitted hereunder. Any information provided to SCAN Group or its representatives in accordance with this Section 7.1(a) shall be subject to the terms of the Confidentiality Agreement. (b) From and after the date of this Agreement, XxxxXxxxxx shall continue to keep and preserve, and shall cause the CareOregon Companies to keep and preserve, any books and records relating to the CareOregon Business which it or the applicable CareOregon Company maintained prior to the date hereof, including payroll and accounts payable records, whether electronic or in any other form, in accordance with applicable Law and the record retention policy of CareOregon and the CareOregon Companies, a copy of which has been provided to SCAN Group. (c) Subject to applicable Laws, during the period from the date of this Agreement to the Closing, SCAN Group shall, and shall cause the SCAN Companies to, and the SCAN Companies shall, authorize and permit CareOregon and its representatives (which term shall be deemed to include its independent accountants and counsel) to have reasonable access, during normal business hours, upon reasonable advance notice and in such manner as will not unreasonably interfere with the conduct of the SCAN Business, to (i) the facilities and assets of SCAN Group and the SCAN Companies, (b) the properties, books and records relating to the SCAN Business, and (c) the officers of SCAN Group and the SCAN Companies, in each case to the extent necessary or appropriate for the purposes of obtaining any necessary Approvals of or Permits for the transactions contemplated by Sublessor this Agreement and familiarizing CareOregon with developments relating to enter the Subleased PremisesSCAN Business arising after the date hereof. Sublessor shall have the right to enter upon or obtain All requests for access to such facilities, assets, properties, books, records, officers and other information shall be made to the Subleased Premises representatives who SCAN Group shall designate, who shall be solely responsible for coordinating and shall coordinate all such requests and all access permitted hereunder. Any information provided to CareOregon or its representatives in accordance with this Section 7.1(c) shall be subject to the terms of the Confidentiality Agreement. (d) From and after the date of this Agreement, SCAN Group shall continue to keep and preserve, and shall cause the SCAN Companies to keep and preserve, any part thereof without charge at all reasonable times upon reasonable books and records relating to the SCAN Business which it or the applicable SCAN Company maintained prior notice (except to the date hereof, including payroll and accounts payable records, whether electronic or in the case of an emergencyany other form, in accordance with applicable Law and the record retention policy of SCAN Group and the SCAN Companies, a copy of which case no notice will be required) has been provided to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this SubleaseCareOregon.

Access. Sublessee shall have access to the Subleased Premises twenty-four (24) hours a dayWithout being deemed guilty of an eviction of Tenant and without abatement of Rent, seven (7) days a week or as otherwise provided for in the Prime Lease, provided, however, Sublessee’s employees shall be required to show proper identification reasonably required by Sublessor to enter the Subleased Premises. Sublessor Landlord and its authorized agents shall have the right to enter upon or obtain access to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case of an emergencyto Tenant, in which case no notice will may be required) oral, to inspect the Subleased Premises, to show the Premises to prospective lenders or purchasers, and to otherwise fulfill Landlord’s obligations or exercise or perform any of the its rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor(including without limitation Landlord’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible Reserved Right [as hereinafter defined]) under this SubleaseLease and, or the Prime Lease, upon Landlord’s receipt of a notice of non-renewal from Tenant and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time event during the last six (6) months of the then current Term Term, to show the Premises to prospective tenants. Landlord will use commercially reasonable efforts to provide Tenant with at least twenty-four (24) hours’ prior notice of this Sublease and make any such entry, except in the event of an emergency or in connection with providing janitorial services to the Premises, in which case no prior notice shall be required. Landlord shall have the right to use any and all such changesmeans which Landlord may deem proper to enter the Premises in an emergency. Tenant hereby waives any claim for damages for any injury or inconvenience to or interference with Tenant’s business, alterationsany loss of occupancy or quiet enjoyment of the Premises and any other loss occasioned thereby. Landlord agrees to exercise reasonable, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement good faith efforts (i) to prosecute completion of any work within the Premises diligently, (ii) to minimize interference with Tenant’s use, access, occupancy and quiet enjoyment of the Rent otherwise Premises including, without limitation, performing noisy and/or materially disruptive work such as structural work, coring, drilling and chipping after Normal Business Hours to be paid by Sublessee under this Subleasethe extent reasonably practicable in Landlord’s sole, but reasonable discretion, and (Hi) to protect Tenant’s property located in the Premises from damage. Landlord shall at all times have and retain a key with which to unlock the doors to and within the Premises, excluding Tenant’s furniture, file cabinets, storage lockers, vaults and safes.

Access. Sublessee shall have access Landlord, its agents, employees, and contractors may enter the Premises at any time in response to an emergency and at reasonable hours to: (a) Inspect the Subleased Premises; (b) Exhibit the Premises twenty-four to prospective purchasers, lenders, or, during the last twelve (2412) hours a daymonths of the Term, seven to prospective tenants; (7c) days a week Determine whether Tenant is complying with all its obligations in this Lease; (d) Supply cleaning service and any other service to be provided by Landlord to Tenant according to this Lease; (e) Post written notices of nonresponsibility or as otherwise provided for in similar notices; or (f) Make repairs required of Landlord under the Prime Leaseterms of this Lease or make repairs to any adjoining space or utility services or make repairs, providedalterations, or improvements to any other portion of the Building; however, Sublessee’s employees all such work shall be required done as promptly as reasonably possible and so as to show proper identification cause as little interference to Tenant as reasonably required possible. Tenant waives any claim against Landlord, its agents, employees, or contractors for damages for any injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, or any other loss occasioned by Sublessor any entry in accordance with this Article 21. Landlord shall at all times have and retain a key with which to enter unlock all of the Subleased Premisesdoors in, on, or about the Premises (excluding Tenant’s vaults, safes, and similar areas designated in writing by Tenant in advance). Sublessor Landlord shall have the right to enter upon or obtain access use any and all means Landlord may deem proper to open doors in and to the Subleased Premises in an emergency in order to obtain entry to the Premises, provided that Landlord will promptly repair any damages caused by any forced entry. Any entry to the Premises by Landlord in accordance with this Article 21 will not be construed or deemed to be a forcible or unlawful entry into or a detainer of the Premises or an eviction, actual or constructive, of Tenant from the Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in portion of the case of an emergency, in which case no notice will be required) to inspect the Subleased Premises, nor shall any such entry entitle Tenant to damages or to otherwise exercise or perform any an abatement of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this SubleaseMonthly Base Rent, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this SubleaseAdditional Rent, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of other charges that this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise Lease requires Tenant to be paid by Sublessee under this Subleasepay.

Access. Sublessee Tenant shall have give Landlord, its agents and employees, access to the Subleased Premises twenty-four (24) hours a day, seven (7) days a week or as otherwise provided for in the Prime Lease, provided, however, Sublessee’s employees shall be required to show proper identification reasonably required by Sublessor to enter the Subleased Premises. Sublessor shall have the right to enter upon or obtain access to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable at least 24 hours prior notice (except which may be oral), and at any time in the case of an emergencyemergency (without notice), in which case no notice will be requiredwithout charge or diminution of rent, to enable Landlord (i) to inspect examine the Subleased Premisessame and to make such repairs, additions and alterations as Landlord may be permitted to make hereunder or to otherwise exercise or perform any as Landlord may deem advisable for the preservation of the rights integrity, safety and good order of the Building or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times part thereof; and (ii) upon prior reasonable notice, Sublessor mayto show the Premises to prospective mortgagees and purchasers and to prospective tenants and in so doing, Landlord will use commercially reasonable efforts to minimize disruption of Tenant’s use and occupancy of the Premises. If representatives of Tenant shall not be present on the Premises to permit entry upon the Premises by Landlord or its agents or employees, at Sublessorany time when such entry by Landlord is necessary or permitted hereunder, Landlord may enter the Premises by means of a master key (or, in the event of any emergency, forcibly) without any liability whatsoever to Tenant and without such entry constituting an eviction of Tenant or a termination of this Lease. Landlord shall not be liable by reason of any injury to or interference with Tenant or Tenant’s optionbusiness arising from the making of any repairs, enter into and upon alterations, additions or improvements in or to the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a or the Building or to any appurtenance or any equipment therein; provided Landlord agrees to use commercially reasonable time efforts to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or minimize disruption of Tenant’s use and occupancy of the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefromPremises. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term term of this Sublease Lease Tenant vacates or abandons the Premises, Landlord may enter the Premises at any time thereafter and make any and all without notice to Tenant, for the purpose of making such changes, alterations, revisions, additions and tenant and other improvements in or about to the Subleased Premises as Sublessor shall electLandlord deems reasonably necessary to make the Premises presentable and marketable, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Subleaseat Tenant’s expense.

Access. Sublessee (a) Subject to applicable governmental laws, rules and regulations, Landlord and its agents shall have access the right following not less than seventy-two hours’ notice (except in an Emergency (as hereinafter defined)) to enter the Subleased Premises twenty-four at all reasonable times for the purpose of examining or inspecting the same, showing the same to prospective purchasers or tenants of the Building (24) hours a day, seven (7) days a week or as otherwise provided for in the Prime Leasefinal 9 months of the term), and as necessary to perform its obligations hereunder; provided, however, Sublesseethat Landlord may not enter the Premises without being accompanied by a representative of Tenant, and Tenant may restrict Tenant’s employees shall be required access to show proper identification confidential or secure areas, determined in Tenant’s sole discretion. Landlord may erect, use and maintain scaffolding, pipes, conduits and other necessary structures in and through the Premises where reasonably required by Sublessor to the character of the work performed, provided that the business of Tenant shall not be interfered with unreasonably. Notwithstanding the foregoing, Landlord may enter the Subleased PremisesPremises in instances of emergencies involving imminent threat of material physical damage to the Building or personal injury, and in such case Landlord shall use its reasonable efforts not to unreasonably interfere with Tenant’s operations in the Premises and to minimize any such interference. (b) Tenant shall have the exclusive right (via card reader devices or equipment) to access the telecom and electric closets on each floor of the Building upon which a portion of the Premises is located. Sublessor In exercising its rights pursuant to this Section 17(b) Tenant shall not disrupt and/or disable the equipment located within such closets. Tenant shall have the right to enter upon or obtain access install additional equipment within such closets at Tenant’s expenses, subject to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case written consent of an emergencyLandlord, in which case no notice will consent shall not be required) to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Subleaseunreasonably withheld. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into Tenant shall indemnify and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability hold Landlord harmless for any damage damages incurred by Landlord arising from the acts or omissions of Tenant, its agents, employees and contractors in such telecom and electric closets. (c) As used herein, the term “Emergency” shall mean an event requiring immediate action, e.g., danger to health, life or property, fire water seepage, sewer backup or cessation or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated any facility servicing the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Subleaselike.

Access. Sublessee 4.8.1 Tenant shall permit Landlord and Landlord’s Agents to enter into the Premises at any time on at least one (1) Business Day’s notice (except in case of emergency in which case no notice shall be required), for the purpose of inspecting the same or for the purpose of repairing, altering or improving the Premises or the Building. Nothing contained in this paragraph shall be deemed to impose any obligation upon Landlord not expressly stated elsewhere in this Lease. When reasonably necessary, Landlord may temporarily close Building or Land entrances, Building doors or other facilities, without liability to Tenant by reason of such closure and without such action by Landlord being construed as an eviction of Tenant or as relieving Tenant from the duty of observing or performing any of the provisions of this Lease. Landlord shall have the right to enter the Premises at any time during last twelve (12) months of the Lease Term and at any time during the Lease Term that an Event of Default exists for the purpose of showing the Premises to prospective tenants and to erect on the Premises a suitable sign indicating the Premises are available. Tenant shall give written notice to Landlord at least twenty (20) Business Days prior to vacating the Premises and shall arrange to meet with Landlord for a joint inspection of the Premises prior to vacating. In the event of Tenant’s failure to give such notice or arrange such joint inspection, Landlord’s inspection at or after Tenant’s vacating the Premises shall be conclusively deemed correct for purposes of determining Tenant’s responsibility for repairs and restoration. 4.8.2 Except in the case of an emergency and subject to the terms and conditions hereof, Tenant shall have access to the Subleased Premises twenty-four (24) hours a day, seven (7) days a week or as otherwise provided subject to Landlord’s reasonable building security procedures and requirements. Landlord shall not be liable for the consequences of acting in the Prime Lease, provided, however, Sublessee’s employees shall be required good faith to show proper identification reasonably required admit by Sublessor to enter the Subleased Premises. Sublessor shall have the right to enter upon or obtain access to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case of an emergency, in which case no notice will be required) to inspect the Subleased Premisespasskey, or to otherwise exercise refuse to admit to the Premises, Tenant or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at SublessorTenant’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this SubleaseAgents, or other persons claiming the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty right of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Subleaseadmittance.

Access. Sublessee (a) Subject to applicable governmental laws, rules and regulations, Landlord and its agents shall have access to the Subleased Premises twentyright following not less than seventy-four two (2472) hours a daynotice (except in an Emergency (as hereinafter defined)) to enter the Premises at all reasonable times for the purpose of examining or inspecting the same, seven showing the same to prospective purchasers or tenants of the Building (7) days a week or as otherwise provided for in the Prime Leasefinal 9 months of the term) , providedand as necessary to perform its obligations hereunder. Landlord may erect, howeveruse and maintain scaffolding, Sublessee’s employees shall be required to show proper identification pipes, conduits and other necessary structures in and through the Premises where reasonably required by Sublessor the character of the work performed, provided that the business of Tenant shall not be interfered with unreasonably. If Tenant shall not personally be present to open and permit an entry into the Premises at any time when such entry by Landlord is necessary or permitted hereunder, Landlord may enter by means of a master key or, in emergencies, may enter forcibly, without liability to Tenant. In exercising its rights pursuant to this Section 17 hereof, Landlord shall use its reasonable efforts not to unreasonably interfere with Xxxxxx’s operations in the Subleased PremisesPremises and to minimize any such interference. (b) Tenant shall have the exclusive right (via card reader devices or equipment) to access the telecom and electric closets on each floor of the Building upon which a portion of the Premises is located. Sublessor In exercising its rights pursuant to this Section 17(b) Tenant shall not disrupt and/or disable the equipment located within such closets. Tenant shall have the right to enter upon or obtain access install additional equipment within such closets at Tenant’s expenses, subject to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case written consent of an emergencyLandlord, in which case no notice will consent shall not be required) to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Subleaseunreasonably withheld. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into Tenant shall indemnify and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability hold Landlord harmless for any damage damages incurred by Landlord arising from the acts or omissions of Tenant, its agents, employees and contractors in such telecom and electric closets, (c) As used herein, the term “Emergency” shall mean an event requiring immediate action, e.g., danger to health, life or property, fire water seepage, sewer backup or cessation or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated any facility servicing the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Subleaselike.

Access. Sublessee shall have access to From and after the Subleased Premises twenty-four (24) hours a dayEffective Date through the Closing, seven (7) days a week Buyer, personally or as otherwise provided for in the Prime Leasethrough its authorized agent or representatives, provided, however, Sublessee’s employees shall be required entitled, upon reasonable advance notice to show proper identification reasonably required by Sublessor Seller (and at all times strictly in accordance with the terms of the Lease), to enter upon the Subleased Premises. Sublessor Property during normal business hours and shall have the right to enter upon make such investigations, including Tenant interviews, appraisals, engineering studies, soil tests, environmental studies and underwriting analyses, as Buyer deems reasonably necessary or obtain advisable. Buyer shall have the right to conduct a Phase I environmental site assessment, and, if necessary and agreed to in writing by Seller, a Phase II environmental site assessment (including soils borings, soil sampling and, if relevant, ground water testing, with respect to the Property). Buyer’s activities at the Property shall be conducted diligently, at all times in accordance with the Lease and in such a manner so as not to unreasonably interfere with the occupancy of the Tenant or its employees, licensees or invitees. Regarding Buyer’s investigations, in addition to the forgoing: a. Prior to its conduct of any inspection activities, Buyer must deliver evidence satisfactory to Seller that Buyer has insurance for its proposed inspection activities, in amounts and with coverages that are substantially the same as those maintained by Seller or in such lesser amounts or with such lesser coverages as are reasonably satisfactory to Seller, and that Seller and the Tenant have been named as additional insureds with respect to said insurance coverages; b. Buyer must notify Seller not less than three (3) business days in advance of Buyer’s plans to conduct tests so that Seller may be present during the tests; c. if the Land or Improvements are altered or otherwise affected physically because of Buyer’s inspections, Buyer must return the Land or Improvements to their pre-inspection condition immediately after the alteration occurs; d. Buyer must deliver to Seller copies of all inspection reports that Buyer prepares or receives from third-party consultants or contractors within three (3) days after their preparation or receipt by Buyer; e. Buyer must abide by any other reasonable entry rules imposed by Seller or the Tenant; f. Seller shall, at Seller’s cost and expense, turn on, run and maintain, without any interruption in service, electrical power and all utilities to the Property (to the extent the Seller is permitted access to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case of an emergency, in which case no notice will be requiredsame) to inspect the Subleased Premisesfacilitate Buyer’s testing and investigations; g. Buyer will indemnify, defend, and hold Seller harmless from any loss, reasonable attorney’s fees, expenses and claims of whatsoever nature arising out of or relating to otherwise exercise or perform any Buyer’s investigation of the rights Land or Improvements, except remediation of existing conditions discovered by Buyer’s inspections. The obligations of Sublessor Buyer under the Prime Lease or this Sublease. At any time during the Term provision will survive termination of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at SublessorAgreement and Closing; and h. Buyer releases Seller and those persons acting on Seller’s option, enter into behalf from all claims and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything causes of action (including claims for which Sublessee is responsible under this Sublease, or the Prime Lease, attorney’s fees and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry court and detainer and without incurring any liability for any damage or interruption of Sublesseeother costs) resulting from Buyer’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months investigation of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in Land or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this SubleaseImprovements.

Access. Sublessee shall have access Landlord reserves (for itself and its agents, consultants, contractors and employees) the right to enter the Subleased Premises at all reasonable times and, except in cases of emergency, (a) after giving Tenant at least twenty-four (24) hours a dayprior verbal notice, seven to inspect the Premises (7) days a week or as otherwise provided for in the Prime Leaseincluding, providedwithout limitation, howeverenvironmental testing), Sublessee’s employees shall be required to show proper identification the Premises to prospective purchasers or mortgagees, to show the Premises to prospective tenants during the last year of the Term, and to post notices of nonresponsibility, and (b) after giving Tenant reasonable verbal notice to supply any service to be provided by Landlord hereunder and to repair or maintain the Premises and the Building as required by Section 8.2, without abatement of Rent, and may for that purpose erect, use and maintain necessary structures in and through the Premises and the Building where reasonably required by Sublessor the character of the work to enter be performed. Tenant hereby waives any claim for damages for any injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Subleased Premises or any other loss occasioned thereby, except to the extent caused by the gross negligence or willful misconduct of Landlord in the exercise of its rights and provided that Landlord shall use commercially reasonable efforts to minimize any material adverse affect on Tenant’s use of the Premises. Sublessor All locks for all of the doors in, upon and about the Premises, excluding Tenant’s vaults and safes or special security areas (designated in advance in writing by Tenant) shall at all times be keyed to a master system and Landlord shall at all times have and retain a key with which to unlock all of said doors. Landlord shall have the right to enter upon use any and all means that Landlord may deem necessary or proper to open said doors in an emergency in order to obtain access entry to any portion of the Premises, and any such entry to the Subleased Premises or portions thereof obtained by Landlord by any of said means, or otherwise, shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an eviction, actual or constructive, of Tenant from the Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case of an emergency, in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Sublease.portion thereof,

Access. Sublessee shall have access to Buyer and the Subleased Premises twenty-four (24) hours a day, seven (7) days a week or as otherwise provided for in the Prime Lease, provided, however, Sublessee’s employees shall be required to show proper identification reasonably required by Sublessor to enter the Subleased Premises. Sublessor shall Buyer Parties will have the right to enter upon or obtain access to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case of an emergency, in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this SubleaseReal Property, at reasonable times upon and at their own risk and expense, through and including the Closing Date in order to confirm any existing or to conduct any further studies, inquiries, or investigations or to take inventories, survey areas, monitor conditions, prepare reports and otherwise prepare to take title to the Property, subject to the terms and conditions of this Section 4.4; provided, however, that Buyer’s purchase of the Property shall not be conditioned on the results of any such confirmation or additional studies. Buyer shall not unreasonably interfere with the use of the Property by any existing tenant, licensee or other occupant of the Real Property under any Existing Lease (“Existing Occupants,” which definition shall not include LUT) or any tenant, licensee, or other occupant of the Property under any Lease entered into after the Effective Date as authorized herein (“New Occupant” and together with the Existing Occupants, “Occupants”). Buyer shall not unreasonably interfere with Seller’s or its affiliates’ use of the Property. Buyer shall not conduct any invasive or intrusive testing, studies, or investigations, such as a phase two environmental assessment, without Seller’s prior written consent. Buyer shall provide Seller with reasonable noticeprior written notice (or notice by electronic mail) of its desire to enter the Real Property for such purpose, Sublessor maywhich notice shall include a description of the activities to be performed and the areas of the Real Property to be accessed during such entry, and Buyer shall coordinate all such entry in advance with Xxxxxx Xxxxx, a representative of CP Management I, LLC, Seller’s Property Manager (“Property Manager”), or any other representative that Seller may designate from time to time in writing to Buyer. Seller reserves the right to have Xxxxxx Xxxxx or any other representative of Seller or Property Manager present at Sublessor’s optionall times during any such access, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a Seller shall use commercially reasonable time efforts to maintainhave such representative available on the next business day following Buyer’s request during normal business hours. Buyer acknowledges that its access to certain Occupant spaces within the Real Property may be prohibited or limited by that Occupant’s Lease, repair or replace anything for may require Buyer to execute a non-disclosure or confidentiality agreement. Buyer agrees that it shall not have access to such spaces unless it complies with such limitations and executes any reasonable non-disclosure or confidentiality agreement as required by the Occupant. As a condition of such entry, Buyer agrees to (a) obtain, carry and provide evidence to Seller of not less than Two Million and No/100 Dollars ($2,000,000.00) worth of commercial general liability insurance with a contractual liability endorsement insuring Buyer’s indemnity obligations hereunder, (b) pay when due all costs of activities performed by Buyer or the Buyer Parties in connection with such activities, (c) restore promptly any physical damage caused by such activities, and (d) defend, indemnify and save Seller and the Seller Parties harmless from any and all liabilities, costs, damages, expenses (including, but not limited to, attorneys’ fees and other professional fees and disbursements), claims, suits, actions, and losses of every name, kind and description by any person or entity as a result of or on account of any actual or alleged injuries or damages to persons or property received or sustained, or any liens filed against the Property (collectively, “Claims”) incurred by or made or brought against Seller or any of the Seller Parties which Sublessee is responsible Claims in any way arise out of, in connection with, or as a result of the acts or omissions of Buyer or the Buyer Parties in exercising Buyer’s rights under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any Section 4.4; provided that Buyer shall have no liability for any damage preexisting condition on the Property that is discovered during Buyer’s inspections, except to the extent that Buyer or interruption of Sublessee’s business resulting therefromany Buyer Party exacerbates any such preexisting condition. If Sublessee shall have vacated Without limiting the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months generality of the then current Term of this Sublease and make any and foregoing, Buyer assumes all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of liability for actions brought by any of the Rent otherwise to be paid by Sublessee under Buyer Parties. The obligations set forth in this SubleaseSection 4.4 shall survive the expiration or any termination whatsoever of this Agreement and shall survive Closing.

Access. Sublessee shall have access to From and after the Subleased Premises twenty-four (24) hours a dayEffective Date through the Closing, seven (7) days a week Buyer, personally or as otherwise provided for in the Prime Leasethrough its authorized agent or representatives, provided, however, Sublessee’s employees shall be required entitled, upon reasonable advance notice to show proper identification reasonably required by Sublessor Seller, to enter upon the Subleased Premises. Sublessor Property during normal business hours and shall have the right to enter upon make such investigations, including tenant interviews, appraisals, engineering studies, soil tests, environmental studies and underwriting analyses, as Buyer deems reasonably necessary or obtain access advisable. Buyer shall have the right to conduct a Phase I environmental site assessment, and, if necessary, a Phase II environmental site assessment (including soils borings, soil sampling and, if relevant, ground water testing, and invasive sampling of building materials with respect to the Subleased Premises Property). Buyer’s activities at the Property shall be conducted in such a manner so as not to unreasonably interfere with the occupancy of the tenant or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case of an emergencyits employees, licensees or invitees. Regarding Buyer’s investigations, in which case no notice addition to the forgoing: a. Upon Seller’s request, Buyer must deliver evidence to Seller that Buyer has insurance for its proposed inspection activities, in amounts and with coverages that are substantially the same as those maintained by Seller or in such lesser amounts or with such lesser coverages as are reasonably satisfactory to Seller; b. Buyer must notify Seller in advance of Buyer’s plans to conduct tests so that Seller may be present during the tests; c. if the Land or Improvements are altered because of Buyer’s inspections, Buyer must return the Land or Improvements to their pre-inspection condition promptly after the alteration occurs; d. Buyer must deliver to Seller copies of all inspection reports that Buyer prepares or receives from third-party consultants or contractors within three (3) days after their preparation or receipt; e. Buyer must abide by any other reasonable entry rules imposed by Seller; f. Buyer will be required) to inspect the Subleased Premisesindemnify, defend, and hold Seller harmless from any loss, reasonable attorney’s fees, expenses, or to otherwise exercise or perform any claims arising out of Buyer’s investigation of the rights Land or Improvements, except repair or remediation of existing conditions discovered by Buyer’s inspections. Furthermore, Buyer agrees to keep the Property free from mechanic’s lien claims related to Buyer’s investigative work under this Article 3. The obligations of Sublessor Buyer under the Prime Lease or this Sublease. At any time during the Term provision will survive termination of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at SublessorAgreement and Closing; and g. Buyer releases Seller and those persons acting on Seller’s option, enter into behalf from all claims and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything causes of action (including claims for which Sublessee is responsible under this Sublease, or the Prime Lease, attorney’s fees and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry court and detainer and without incurring any liability for any damage or interruption of Sublesseeother costs) resulting from Buyer’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months investigation of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in Land or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this SubleaseImprovements.

Access. Sublessee shall have access to During the Subleased Premises twenty-four (24) hours a dayperiod from the date of any Referral made or approved by an Accredited Employer, seven (7) days a week or as otherwise provided for in the Prime Lease, provided, however, Sublessee’s employees shall be required to show proper identification reasonably required by Sublessor to enter the Subleased Premises. Sublessor shall have the right to enter upon or obtain access to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case until expiry of an emergency, in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of the applicable Service Schedule, the Provider will provide Services to Injured Employees of such Accredited Employers on the same terms and prices as specified in this SubleaseAgreement (subject to any minor adjustments to this Agreement which may be necessary to give effect to this clause 22, and to any changes in those terms and prices subsequently agreed between the Provider and Accredited Employer) as if “ACC” in this Agreement was a reference to the particular Accredited Employer. For the purposes of this clause any Injured Employee of an Accredited Employer is deemed to be a “Claimant”. ACC’s role is to bring the Provider and Accredited Employers together. The Provider agrees that ACC and each Accredited Employer is only liable in respect of the individual purchases made by ACC or that employer (as the case may be) and neither of them has any joint liability (except as provided in section 187(3) of the AC Act). Accordingly, all communications, invoicing and reporting about Injured Employees will go to the Accredited Employer of the Injured Employee or Injured Employees who receives the Services. Where ACC Approval, Price or Cover is Uncertain If prior to the commencement of a Service, the Provider is uncertain whether or not: a particular person or Claimant is eligible for the Service; or a person is a Claimant; or a price has been agreed for the Service; or the services required for the Claimant are within the scope of the Services that can be provided under this Agreement then the Provider will immediately request a written determination of the issue from ACC. ACC will provide a written decision within 5 Working Days of receiving the request or will notify the Provider if there will be a delay. ACC’s determination may include a direction that the person be transferred to an appropriate facility at reasonable times upon prior reasonable notice, Sublessor may, at Sublessorthe relevant Purchaser’s option, enter into and upon cost. The Provider will provide the Subleased Premises if Sublessor reasonably service sought while cover is being determined. If ACC determines that Sublessee the person is a Claimant who is entitled to the Service, then retrospective payment will be arranged by ACC in accordance with the relevant Service Schedule. Definitions and Interpretation In this Agreement, unless the context otherwise requires, the following terms have the meaning in the corresponding definition: AC Act Accident Compensation Act 2001 ACC Accident Compensation Corporation Accredited Employer An employer accredited by ACC under the Accredited Employer Programme in accordance with the framework established under section 183 of the AC Act under which the employer and ACC may agree that the employer will provide entitlements in relation to work-related personal injuries suffered by the employer’s employees; and includes, where appropriate, any subcontractor appointed in accordance with the accreditation agreement between ACC and the Accredited Employer; and “Accredited Employers” has a corresponding meaning Advanced Paramedic (or equivalent) An ambulance officer trained to the level of National Diploma in Ambulance Paramedic, or its equivalent, provided by an ambulance education provider recognised by Ambulance New Zealand. Agreement and this Agreement The agreement of which this provision forms part including all schedules (including service schedules), and appendices to it, as varied at any time Ambulance Any motor vehicle, aircraft, or vessel: (a) designed and used principally for the transport of sick or injured persons; and (b) operated by an ambulance operator. Ambulance crew member/staff member/officer A crew member who has completed an appropriate ambulance/paramedic or first aid qualification and who has met the standard set by the accrediting Education Provider/Industry Training Organisation. Attending ambulance personnel will have the skills, education, experience and support (if necessary) to do an assessment and make a decision, based on the assessment, with full documentation to support the decision made. Ambulance Operator A person who – (a) (For the purposes of this Agreement) has a contract or arrangement with ACC and the Ministry of Health for the emergency transport of sick or injured persons; and (b) is a member of Ambulance New Zealand. Call A request for Service to be provided by the Emergency Ambulance Service or Police or other dispatch service recognised in this Agreement Claimant Any person who has been accepted by ACC as eligible for cover in respect of personal injury under the Accident Compensation Xxx 0000. Note the term “service user” includes a Claimant. Commencement Date The date when the term for any Service described in a Service Schedule commences as stated in that Service Schedule Coverage Area Described in the Service Schedule for any particular Service (and in respect of either Purchaser if relevant). Crew One or more ambulance staff Date of Expiry For any Service described in this Agreement has the meaning defined in the Service Schedule for that particular Service Emergency For medical cases, emergency means an ambulance response to a call from the public indicating that a person is triaged as life threatening or potentially life threatening by the EACC and services provided to a patient who requires medical attention (not acting caused by trauma) from the time of the EAS being notified of the need for services; to the time the patient arrives at a place of appropriate care, or completion of care/attendance at the scene. For ACC-related cases, emergency means an ambulance response to a call from the public indicating that a person is triaged as life threatening or potentially life threatening by the EACC and services provided to a patient who requires medical attention as a result of a personal injury caused by accident. Medical attention will be required from the time of the EAP being notified of the need for services to the time the patient arrives at the place of definitive care, or completion of care/attendance at the scene. EAS may start within 24 hours of suffering a commercially reasonable time personal injury or within 24 hours of being found after suffering a personal injury (whichever is the later). Emergency Ambulance Communications Centre (EACC) A call-receiving centre provided by a Provider, which receives requests for the provision of Emergency Ambulance Services and which dispatches and co-ordinates the response to maintainthese requests. Emergency Inter-hospital transfer For the purposes of an ACC-related transport, repair this is an Emergency Transport involving the transfer of a Claimant from one treatment facility to a higher level of care within 24 hours of suffering a personal injury or replace anything within 24 hours of being found after suffering a personal injury (whichever is the later) Emergency Transport For the purposes of an ACC-related transport, is transport by ambulance as defined under the IPRC (Ancillary Services) Regulations 2002 that: (a) starts within 24 hours of a Claimant suffering a personal injury or being found after suffering a personal injury, whichever is the later, and (b) is necessary for which Sublessee the purposes of obtaining treatment urgently for the Claimant’s personal injury, and (c) is responsible required to be provided under this SubleaseAgreement to discharge ACC’s liability for “Emergency Transport” under the IPRC (Ancillary Services) Regulations, and that (d) is by an ambulance that has been dispatched at the request of an Emergency Ambulance Communications Centre. GST Goods and services tax under the Goods and Services Tax Xxx 0000 Health Practitioner As defined at section 5 of the Health Practitioners Competence Assurance Xxx 0000. Health Professional Authority Any authority or body that is empowered by or under any law, or the Prime Leaserules of any body or organisation, to exercise disciplinary powers in respect of any person who is involved in the supply of Health and Disability Services Injured Employee A person who has suffered a work-related personal injury and who was, at the time the work-related personal injury was suffered, an employee of an Accredited Employer in that employment and “Injured Employees” has a corresponding meaning. Insolvency Event (a) the appointment of a receiver or receiver and manager or statutory manager in respect of the whole or part of the activity or property of the provider; (b) the Provider entering into; or resolving to enter into; a scheme of arrangement or composition for the benefit of creditors or any class of creditors; or (c) the Provider suspending or stopping payment to its creditors generally or ceasing to carry on business as normal; or threatening or stating that it will do any of those things. Inter-hospital transfer A transfer of Claimants between publicly funded hospitals, for the purpose of accessing appropriate treatment that is not available at their existing facility. IPRC (Ancillary Services) Regulations The Injury Prevention, Rehabilitation, and correct Compensation (Ancillary Services) Regulations 2002. Job Cycle Time The total elapsed time from the same after providing written notice, without being deemed in any manner guilty receipt of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated a call until the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may patient arrives at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Subleasea medical facility.

Access. Sublessee shall have (a) From the date hereof through the Closing Date (a period not less than 60 days from the date hereof) and upon reasonable advance notice from Buyer, Sellers will allow Buyer and its Representatives full access during normal business hours to, and will furnish them with, all documents, records, work papers and information with respect to the Subleased Premises twenty-four (24) hours a day, seven (7) days a week or Purchased Business and the Purchased Assets as otherwise provided for in the Prime Lease, Buyer may reasonably request; provided, however, Sublessee’s employees that such physical access to the properties owned and operated by Sellers in relation to environmental matters shall be required subject to show proper identification reasonably required by Sublessor Section 6.1(b). (b) From the date hereof through the thirtieth business day prior to enter the Subleased Premises. Sublessor Closing Date and subject to the terms and conditions set forth in this Section 6.1 and Section 6.2, Buyer and its Representatives shall have the right to enter upon conduct in relation to the Transferred Real Property a Phase I Environmental Site Assessment conforming to ASTM E-1527-05 using such licensed and reputable consultant as shall be previously approved by Sellers, provided that such approval shall not be unreasonably withheld or obtain delayed by Sellers (a “Phase I ESA”), which may include, if Buyer so desires, a limited compliance assessment. No later than twenty (20) days prior to the Closing Date, Buyer shall provide each Phase I ESA to Sellers. If such Phase I ESA identifies and describes a Potentially Material Environmental Condition and includes a recommendation to perform additional assessment or investigation at any Transferred Real Property, Sellers shall have the right within five (5) business days of receipt of the Phase I ESA to remove such Transferred Real Property from the Purchased Assets to be conveyed to Buyer under this Agreement; provided, however, that if such Transferred Real Property is a parcel of Transferred Owned Real Property, then the Purchase Price shall be reduced at Closing by the Allocated Value attributable to such Transferred Owned Real Property set forth in Schedule 6.1; and further provided that if any such Transferred Real Property is a Critical Property, then Sellers shall pay to Buyer, within 30 days of being invoiced therefor, the reasonably incurred moving expenses to transfer any Purchased Assets, other than Immovable Fixtures, associated with such Critical Property to an alternative facility selected by Buyer within 100 miles of such Critical Property. If Sellers do not notify Buyer of the removal of such Transferred Real Property from the Purchased Assets to be conveyed to Buyer within five (5) business days of receipt of the Phase I ESA, Buyer shall have the further right to conduct a subsurface investigation (“Phase II ESA”) limited to the Potentially Material Environmental Condition so described using a licensed and reputable consultant previously approved by Sellers, provided that such approval shall not be unreasonably withheld or delayed by Sellers. (i) All environmental assessments of the Transferred Real Property by Buyer and its Representatives shall be conducted in the presence of a Representative of Sellers, and shall be conducted at Buyer’s sole cost and expense. Buyer shall indemnify, defend and hold harmless Seller from and against all costs, loss, damage, liability and expense, including reasonable attorneys’ fees, relating to or arising from the activities Buyer or Buyer’s Representatives conducted pursuant to this Section 6.1(b); (ii) Buyer shall not conduct any invasive testing at any Transferred Real Property prior to providing Sellers with a copy of the relevant Phase I ESA, a written description of the proposed invasive testing, and a reasonable period of time to provide comments, which Buyer agrees to consider in good faith, provided that approval to conduct any recommended Phase II ESA invasive testing shall not be unreasonably withheld or delayed by Sellers. For any invasive sampling, Sellers shall have the right, but not the obligation, to take split samples; (iii) For Buyer’s environmental assessment activities, Sellers will provide reasonable access to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except Transferred Owned Real Property; for the Transferred Leased Real Property, Sellers will reasonably cooperate with Buyer in contacting the case of an emergency, in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any owners of the rights Transferred Leased Real Property directly to attempt to arrange for access for the purposes of environmental assessment; (iv) Unless and until Closing occurs, unless otherwise required by Environmental Law, Buyer will not disclose the results of its environmental assessment activities to any Governmental Authority; provided, however, that if Buyer is compelled to disclose such results then Buyer shall notify Sellers not less than fourteen (14) days in advance of any such disclosure and will simultaneously furnish Sellers and their counsel with copies of all materials to be disclosed and shall at the expense of Sellers use reasonable efforts to assist counsel in resisting and/or preparing to make such disclosure; and (v) While performing any Phase I ESA or obligations of Sublessor under the Prime Lease or this Sublease. At Phase II ESA, Buyer and its Representatives must comply with Sellers’ written environmental and safety rules and policies at any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime LeaseTransferred Owned Real Property, and correct with the same after providing third-party owner’s written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry environmental and detainer safety rules and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises policies at any time during Transferred Leased Real Property, to the last six (6) months extent copies of the then current Term such rules and policies are provided to Buyer and its Representatives in advance of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Subleaseactivities.

Access. Sublessee (a) Between the date of this Agreement and the Closing Date, Seller shall have access provide Purchaser and its authorized representatives access, upon reasonable notice and during normal business hours, to copies of Seller's confidential, proprietary and non-public information ("Confidential Information") including without limitation Seller's books, records, contracts, documents, Loan files, and other information of or relating to the Subleased Premises twenty-four Branch Offices except the Confidential Information that Seller is by law not permitted to disclose. (24b) hours Purchaser's investigations shall be conducted in a daymanner which does not unreasonably interfere with Seller's normal operations, seven (7) days a week or as otherwise provided for in the Prime Leasecustomers, provided, however, Sublessee’s and employee relations. Seller and its employees shall cooperate with and assist Purchaser to perform said investigations. (c) All of Seller's Confidential Information shall be required treated as and remain the sole property of Seller. If the transactions contemplated by this Agreement do not occur, Purchaser and its representatives shall return to show proper identification reasonably required by Sublessor to enter the Subleased Premises. Sublessor Seller, or destroy, all of Seller's Confidential Information, and all documents, notes, summaries and other materials that contain, refer to, or are derived from such Confidential Information; Purchaser shall have the right to enter upon or obtain access certify to the Subleased Premises return or any part thereof without charge at all reasonable times upon reasonable prior notice destruction of such Confidential Information. (except in the case of an emergency, in which case no notice will be requiredd) to inspect the Subleased Premises, or to otherwise exercise or perform Purchaser shall keep confidential and not disclose any of Seller's Confidential Information that is not acquired by Purchaser. Purchaser shall not directly or indirectly use Seller's Confidential Information for any purpose other than the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term consummation of this SubleaseAgreement. (e) Purchaser's obligations to keep confidential and to not disclose Seller's Confidential Information shall not apply to any information which was (i) in Purchaser's possession prior to its disclosure by Seller, (ii) generally known to the public, (iii) rightfully disclosed to Purchaser by a third party or (iv) disclosed pursuant to a securities filing or requirement of law following at reasonable times upon least 30 days prior reasonable noticewritten notice to Seller. (f) Upon receipt of all of the Requisite Regulatory Approvals other than the expiration of any statutory waiting period relating thereto, Sublessor may, at Sublessor’s option, enter into and upon notice to Seller of a proposed Closing Date, Purchaser may communicate with, and deliver information, brochures, bulletins, press releases, and other communications to, depositors, Loan borrowers and other customers of the Subleased Premises Branch Offices concerning (i) the transactions contemplated by this Agreement and (ii) the business and operations of Purchaser. The communications described hereinabove must be made with Seller's prior written consent (which consent shall not be unreasonably withheld) and shall be made at Purchaser's sole cost and expense. Seller, if Sublessor reasonably determines that Sublessee is not acting within so requested by Purchaser, shall on behalf and at the sole cost and expense of Purchaser, furnish information and communications to depositors, Loan borrowers, and other customers of the Branch Offices in a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or manner. (g) Except as may be required in connection with the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months obtaining of the then current Term Requisite Regulatory Approvals, Purchaser shall not disclose to any person, including to employees of this Sublease and make any and all such changesthe Branch Offices, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement possible closing of any of the Rent otherwise Branch Offices prior to be paid by Sublessee under this Subleasethe Closing Date.

Access. Sublessee a. When appropriate, MOTRICITY shall have reasonable access to CINGULAR’s premises during normal business hours and at such other times as may be agreed upon by the Subleased Premises twenty-four parties in order to enable MOTRICITY to perform its obligations under this Agreement. MOTRICITY shall coordinate such access with CINGULAR’s designated representative prior to visiting such premises. MOTRICITY insures CINGULAR that only persons employed by MOTRICITY or subcontracted by MOTRICITY will be allowed to enter CINGULAR’s premises. If CINGULAR requests MOTRICITY or its subcontractor to discontinue furnishing any person provided by MOTRICITY or its subcontractor from performing work on CINGULAR’s premises, MOTRICITY shall immediately comply with such request. Such person shall leave CINGULAR’s premises promptly and MOTRICITY shall not furnish such person again to perform work on CINGULAR’s premises without CINGULAR’s written consent. The parties agree that, where required by governmental regulations, it will submit satisfactory clearance from the U.S. Department of Defense and/or other federal, state, or local authorities. b. CINGULAR may require MOTRICITY or its representatives, including employees and subcontractors, to exhibit identification credentials or sign a Nondisclosure Agreement which CINGULAR may issue in order to gain access to CINGULAR’s premises for the performance of Services. If, for any reason, any MOTRICITY representative is no longer performing such Services, MOTRICITY shall immediately inform CINGULAR. Notification shall be followed by the prompt delivery to CINGULAR of the identification credentials, if issued by CINGULAR, or a written statement of the reasons why said identification credentials cannot be returned. c. MOTRICITY shall insure that its representatives, including employees and subcontractors will, while on or off CINGULAR’s premises, perform Services which (24i) hours a dayconform to the Specifications, seven (7ii) days a week or as otherwise provided protect CINGULAR’s Material, buildings, and structures, (iii) do not interfere with CINGULAR’s business operations, and (iv) perform such Services with care and due regard for the safety, convenience, and protection of CINGULAR, its employees, and property and in full conformance with the policies specified in the Prime LeaseCINGULAR Code of Conduct, provided, however, Sublessee’s employees which prohibits the possession of a weapon or an implement which can be used as a weapon. d. MOTRICITY shall be required to show proper identification reasonably required responsible for insuring that all persons furnished by Sublessor to enter the Subleased Premises. Sublessor shall have the right to enter upon or obtain access to the Subleased Premises or any part thereof without charge at MOTRICITY work harmoniously with all reasonable times upon reasonable prior notice (except in the case of an emergency, in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessorothers when on CINGULAR’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Subleasepremises.

Access. Sublessee (a) Subject to applicable governmental laws, rules and regulations, Landlord and its agents shall have access to the Subleased Premises right following not less than twenty-four (24) hours notice (except in an emergency) to enter the Premises at all reasonable times for the purpose of examining or inspecting the same, showing the same to prospective purchasers or tenants of the Building, and as necessary to perform its obligations hereunder. Landlord may erect, use and maintain scaffolding, pipes, conduits and other necessary structures in and through the Premises where reasonably required by the character of the work performed, provided that the business of Tenant shall not be interfered with unreasonably. If Tenant shall not personally be present to open and permit an entry into the Premises at any time when such entry by Landlord is necessary or permitted hereunder, Landlord may enter by means of a daymaster key or, seven (7) days a week or as otherwise provided for in emergencies, may enter forcibly, without liability to Tenant. In exercising its rights pursuant to this Paragraph 17 hereof, Landlord shall use its reasonable efforts not to unreasonably interfere with Tenant’s operations in the Prime LeasePremises and to minimize any such interference. (b) Tenant shall have the non-exclusive right (via card reader devices or equipment) to access the telecom and electric closets on each floor of the Building (except the First Floor) upon which a portion of the Premises is located. In addition, Tenant shall have the non-exclusive right to access the telecom and electric closets on the First Floor by making arrangements through the property manager; provided, however, Sublessee’s employees that in emergency situations, Tenant shall be required have access to show proper identification reasonably required by Sublessor the telecom and electric closets on the First Floor directly and without going through the property manager. In exercising its rights pursuant to enter this Paragraph 17(b) Tenant shall not disrupt and/or disable the Subleased Premisesequipment located within such closets. Sublessor Tenant shall have the right to enter upon or obtain access install additional equipment within such closets at Tenant’s expenses, subject to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case written consent of an emergencyLandlord, in which case no notice will consent shall not be required) to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Subleaseunreasonably withheld. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into Tenant shall indemnify and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability hold Landlord harmless for any damage damages incurred by Landlord arising from the acts or interruption omissions of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased PremisesTenant, has not paid Rent its agents, employees and is contractors in default beyond any applicable notice such telecom and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Subleaseelectric closets.

Access. Sublessee From and after the mutual execution and delivery of the Amendment, Landlord and Landlord’s employees, agents and contractors shall have be granted access to the Subleased Original Premises twenty-four (24) hours a day, seven (7) days a week or as otherwise provided for at reasonable times to the extent necessary in connection with the Prime Lease, provided, however, Sublessee’s employees shall be required to show proper identification reasonably required by Sublessor to enter construction of the Subleased Tenant Improvements within the Expansion Premises. Sublessor Landlord shall have use commercially reasonable efforts to minimize disruption to the right use of the Original Premises during the construction of the Tenant Improvements. Tenant acknowledges that during construction of the Tenant Improvements that the areas of the Original Premises then being occupied by Tenant may not be separated from the work being performed by Landlord and Landlord’s contractors and that, as a result of Landlord’s construction of the Tenant Improvements, there may be construction noise, dust and related inconveniences to enter upon Tenant’s use of the Original Premises. Tenant hereby acknowledges and agrees that it shall not be entitled to any compensation or obtain damages from Landlord for loss of the use of the whole or any part of the Original Premises by Landlord and Landlord’s employees, agents and contractors nor their activities within the Original Premises in connection with construction of the Tenant Improvements. Tenant hereby acknowledges and agrees that neither the access to the Subleased Original Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except by Landlord and Landlord’s employees, agents and contractors nor their activities within the Original Premises in connection with construction of the case Tenant Improvements shall constitute nor be deemed to constitute a denial of an emergency, in which case no notice will be required) to inspect the Subleased PremisesTenant’s access to, or to otherwise exercise or perform any interference with Tenant’s use of, the Premises nor shall either constitute grounds for an abatement of the rights or obligations of Sublessor Rent payable under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Sublease.

Access. Sublessee Landlord and their designated representative(s) may enter the Premises in order to do any of the following: 1. Upon reasonable notice to Tenant and at reasonable times: i. inspect the Premises; ii. make necessary or agreed repairs, decorations, alterations, or improvements; iii. supply necessary or agreed services; iv. exhibit the Premises to prospective or actual mortgagees, workmen, contractors, appraisers and/or representatives of any Owners' Association. 2. After notice of termination of this lease by Landlord or Tenant beginning ninety days preceding the expiration of the lease term, place a "For Sale" or "For Lease" sign upon the premises in addition to a realtor lockbox and exhibit the premises to prospective and/or actual purchasers and/or tenants at reasonable times and during reasonable hours. 3. In case of emergency, where it is impractical for Landlord to give reasonable notice to Tenant of Landlord's intent to enter the Premises, or in case the Premises have been vacated, abandoned, or surrendered by Tenant, the Premises may be entered by Landlord, and/or their duly designated representative(s) without notice to the Tenant. If Tenant does not keep any scheduled maintenance appointment, or fails to allow access during regular business hours for purposes of accomplishing any of the above objectives, Tenant shall bear any additional expense incurred by Landlord as a result of Tenant's failure to keep the appointment or Tenant's denial of access to the Premises to Landlord. If the Tenant refuses to allow or prevents access to the Landlord as provided herein, Landlord may obtain injunctive relief to compel access or may terminate this Lease. In either case, Landlord may recover actual damages sustained and reasonable attorney's fees. 4. Should it become necessary to make repairs or to decorate the Premises, Landlord, whenever possible, shall make arrangements for contracted workers to coordinate with Tenant the time and date when workers may enter the Premises in order to accomplish the work. It then shall be the Tenant's responsibility to insure that these workers have access to the Subleased Premises twenty-four (24) at a time and date convenient to both Tenant and workers and that this time and date should be during the regular business hours a day, seven (7) days a week or as otherwise provided for in of the Prime Lease, provided, however, Sublessee’s employees shall be required firm doing the work. 5. Tenant hereby covenants and agrees to show proper identification reasonably complete any forms required by Sublessor the Rules and Regulations and/or Association Documents and to enter the Subleased Premises. Sublessor shall have the right to enter upon or obtain access give Landlord permanent authorized admittance to the Subleased Premises or throughout the Lease Term and any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case of an emergencyrenewal, in which case no notice will be required) to inspect the Subleased Premisesextension, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Subleaseholdover term.

Access. Sublessee shall have access to the Subleased Premises twenty-four (24) hours a day, seven (7) days a week or as otherwise provided for in the Prime Lease, provided, however, Sublessee’s employees shall be required to show proper identification reasonably required by Sublessor to enter the Subleased Premises. Sublessor shall have the right to enter upon or obtain access to the Subleased Sublet Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case of an emergency, in which case no notice will be required) to inspect the Subleased Sublet Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Sublet Premises if Sublessor reasonably determines in its sole discretion that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased entire Sublet Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Sublet Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Sublet Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Sublease.

Access. Sublessee To the extent that the Site or other areas where work is to be performed hereunder is presently owned or controlled by parties other than those bound by this Agreement, the Applicant shall have obtain, or shall use its best efforts to obtain access agreements from the present owners. Best efforts shall include at a minimum, a certified letter from Applicant to the present owner of such property requesting an access agreement to permit Applicant, RRC, their authorized representatives and persons designated by the RRC in accordance with NRC, access to such property. Any such access agreement shall be incorporated by reference into this Agreement. Such an agreement shall provide access for Applicant, RRC and authorized representatives of RRC, and persons designated by the RRC in accordance with NRC, as specified below. In the event that such access agreement is not obtained, the Applicant shall so notify RRC, which may then, at its discretion, assist the Applicant in gaining access. The Applicant shall provide authorized representatives of RRC access to the Subleased Premises twenty-four (24) hours a day, seven (7) days a week or as otherwise provided for in the Prime Lease, provided, however, Sublessee’s employees Site and other areas where work is to be performed at all reasonable times. Such access shall be required related solely to show proper identification reasonably required the work being performed on the Site and shall include, but not be limited to inspecting records, operating logs and contracts related to the Site; reviewing the progress of the Applicant in carrying out the terms of this Agreement; conducting such tests, inspections, and sampling as RRC may deem necessary; using a camera, sound recording, or other documentary type equipment for field activities; and verifying the data submitted to RRC by Sublessor the Applicant hereunder. The Applicant shall permit RRC’s authorized representatives to enter inspect and copy all records, files, photographs, documents, and other writings, including all sampling and monitoring data, which pertain to this Agreement and over which the Subleased PremisesApplicant may exercise control. Sublessor shall have the right to enter upon or obtain All persons with access to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case of an emergency, in which case no notice will be required) Site pursuant to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this SubleaseAgreement shall comply with submitted health and safety plans. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into The RRC does not approve health and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Subleasesafety plans.

Access. Sublessee (a) Premises shall have access be permitted by Tenant only to Tenant's employees, retail dealers and to buyers, employees and agents doing business with Tenant and invitees of Tenant, but not to the Subleased general public. Landlord reserves the right to exclude from the Building and the Premises twenty-four any person whom it may consider an improper person or whose presence it considers detrimental to the Building or to Landlord or to any other tenants. (24b) Notwithstanding anything to the contrary in this Paragraph 9 and in addition to the rights granted to Landlord pursuant to Paragraph 13(c) below, Landlord may enter the Premises at reasonable times during the regular business hours a dayof Tenant to (i) inspect the Premises; (ii) exhibit the Premises to prospective purchasers, seven mortgagees or tenants; (7iii) determine whether Tenant is complying with all its obligations under this Lease; (iv) supply any service to be provided by Landlord to Tenant under this Lease; (v) post notices of nonresponsibility and (vi) post "for Lease" signs of reasonable size upon the showroom windows of the Premises during the last one hundred twenty (120) days of the Term. A designated representative of Landlord shall at all times have and retain a week or as otherwise provided for key to unlock all of the doors, in, on and about the Premises (excluding Tenant's vaults, safes and similar areas designated in the Prime Lease, provided, however, Sublessee’s employees shall be required to show proper identification reasonably required writing by Sublessor to enter the Subleased Premises. Sublessor Tenant in advance) and Landlord shall have the right to enter upon or use any and all means which Landlord may deem proper to open said doors in an emergency in order to obtain access entry to the Subleased Premises, and any entry to the Premises obtained by Landlord by any means, or otherwise, shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into or a detainer of the Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in an eviction, actual or constructive of Tenant from the case of an emergency, in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Subleaseportion thereof.

Access. Sublessee shall have access (a) Subject to applicable Law and the Subleased Premises twenty-four (24) hours a day, seven (7) days a week or as otherwise provided for other limitations set forth in the Prime this Lease, provided, however, Sublessee’s employees shall be required to show proper identification reasonably required by Sublessor to enter the Subleased Premises. Sublessor Landlord and its agents shall have the right following not less than seventy-two (72) hours written notice (except in an Emergency (as hereinafter defined) to enter upon or obtain access to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice for the purpose of examining or inspecting the same, showing the same to prospective purchasers or tenants of the Building (except as to prospective tenants, only in the case final nine (9) months of an emergency, in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this SubleaseLease), at reasonable times upon prior reasonable notice, Sublessor may, at Sublessorand as necessary to perform its obligations hereunder. Landlord’s option, enter into and upon access rights shall be subject to the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything following: (i) promptly finishing any work for which Sublessee it entered; (ii) complying with all of Tenant’s security and safety regulations which do not unreasonably limit or impact the purpose for which such entry was or is responsible to be undertaken; (iii) intentionally omitted; (iv) if Tenant so elects, Landlord shall be accompanied by a representative of Tenant during any such entry; (v) Landlord shall not have the right to open or inspect confidential files or safes (so long as designated in writing as confidential in advance by Tenant), and Landlord shall not disclose to others any confidential information regarding Tenant’s business (to the extent designated as confidential in advance by Tenant) learned by Landlord during any such entry into the Premises except (1) in litigation between Landlord and Tenant, (2) if required by court order or subpoena, or (3) if such confidential information otherwise become generally available to the public; and (vi) Landlord shall promptly repair any damage caused to the Premises by Landlord or anyone accessing the Premises under this SubleaseSection. Landlord may erect, or use and maintain temporary scaffolding, pipes, conduits and other necessary structures in and through the Prime LeasePremises where reasonably required by the character of the work performed, and correct provided that the same after providing written notice, without being deemed in any manner guilty business of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefromTenant shall not be interfered with unreasonably. If Sublessee Tenant shall have vacated not personally be present to open and permit an entry into the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during when such entry by Landlord is necessary or permitted hereunder, Landlord may enter by means of a master key or, in emergencies, may enter forcibly, without liability to Tenant. In exercising its rights pursuant to this Section 17 hereof, Landlord shall use its reasonable efforts not to unreasonably interfere with Tenant’s operations in the last six Premises and to minimize any such interference. (6b) months of Intentionally deleted. (c) As used herein, the then current Term of this Sublease and make any and all such changesterm “Emergency” shall mean an event requiring immediate action, alterationse.g., revisionsdanger to health, additions and tenant and other improvements in life or about the Subleased Premises as Sublessor shall electproperty, all without any abatement fire, water seepage, sewer backup or cessation or interruption of any of facility servicing the Rent otherwise to be paid by Sublessee under this Subleaselike.

Access. Sublessee Upon reasonable prior notice to Seller, Purchaser and its agents, employees, consultants, contractors, subcontractors, lenders and representatives shall have reasonable access to the Subleased Premises twentyProperty and all books and records for the Property that are in Seller’s possession (except for any of Seller’s scientific materials and business records relating, except to de minimis extent, primarily to its business operations conducted at the Property as opposed to primarily the ownership of the Property (“Seller’s Personal Documents”)) for the purpose of conducting surveys, appraisals, architectural, engineering, structural, mechanical, geotechnical and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Purchaser; provided, however, Purchaser may not conduct any invasive testing without Seller’s prior consent (which consent may be withheld in Seller’s sole and absolute discretion) and Seller shall have the right to accompany Purchaser during all activities conducted at the Property. All access shall be subject to any rights of ChemNavigator (the “Existing Building F Subtenant”) under that certain sublease dated September 19, 2005, as amended by Amendment No. 1 to Sublease effective as of January 19, 2007, by and between the Existing Building F Subtenant and Seller covering approximately 2,000 square feet in Building F (the “Existing Building F Sublease”). If any inspection or test disturbs the Property in a material respect, Purchaser will restore the Property to its condition before any such inspection or test. During the pendency of this Agreement, Purchaser and its agents, employees, consultants, contractors, subcontractors, lenders and representatives shall have a continuing right of reasonable access to the Property and any office of Seller where the records of the Property are kept or, if Seller designates an office for such records (i.e., a “war room”), then that particular office, with reasonable prior notice, for the purpose of examining and making copies of all books and records and other materials relating to the Property in Seller’s possession or control (except for Seller’s Personal Documents). During the Due Diligence Period, Purchaser may conduct tenant interviews. Purchaser shall have the right to conduct a “walk-four through” of the Property before the Closing upon reasonable prior notice to Seller. In the course of its investigations, Purchaser may make inquiries to third parties, including, without limitation, representatives, contractors, property managers, parties to Fee Service Contracts and municipal, local and other government officials and representatives in accordance with the terms of this Agreement, and Seller consents to such inquiries. Purchaser hereby indemnifies, protects, defends (24with counsel reasonably acceptable to Seller) hours a dayand holds Seller and the Property free and harmless from and against any and all costs, seven losses, liabilities, damages, lawsuits, judgments, actions, proceedings, penalties, demands, attorneys’ fees, mechanic’s liens, or expenses of any kind or nature whatsoever (7) days a week “Claims”), to the extent caused by any entry and/or activities upon the Property by Purchaser or as otherwise provided for in the Prime LeasePurchaser’s agents, employees, consultants, contractors, subcontractors, lenders and representatives, provided, however, SublesseePurchaser shall not indemnify Seller against any Claims caused by Seller’s employees shall be required to show proper identification reasonably required by Sublessor to enter negligence or willful misconduct, or Claims arising out of conditions that were present before Purchaser entered the Subleased Premises. Sublessor shall have the right to enter upon or obtain access Property, except to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice extent that Purchaser’s activities (except a) are unreasonable in the case context of an emergency, in which case no notice will be required) the information provided to inspect the Subleased PremisesPurchaser, or reasonably evident to otherwise exercise or perform any of Purchaser, with respect to such existing conditions, and (b) exacerbate such existing conditions. The foregoing indemnity obligations shall survive the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term termination of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into Agreement and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this SubleaseClosing.

Access. Sublessee shall have access to the Subleased Premises twenty-four (24) hours a day, seven (7) days a week or as otherwise provided for in the Prime Lease, provided, however, Sublessee’s employees shall be required to show proper identification reasonably required by Sublessor to enter the Subleased Premises. Sublessor Landlord shall have the right to enter upon or obtain access to the Subleased Premises or any part thereof right, without charge at all reasonable times upon reasonable prior notice (except in the case of an emergency, in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, constituting an eviction or forcible entry constructive eviction of Tenant in whole or in part and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of the Rent or liability to Tenant, to (a) place (and have access to) concealed ducts, pipes and conduits through the Premises (without a material reduction or reconfiguration of the useable area of the Premises), (b) enter the Premises at reasonable times on reasonable prior notice, which may be oral (but prior notice shall not be required in an emergency), to inspect the Premises, to show the Premises to others or to perform any work Landlord deems necessary or desirable to the Premises or the Building (including the Building systems) or for the purpose of complying with Laws, (c) alter, maintain or repair the Building (including the Building systems) or the Land, and change the arrangement or location of entrances, corridors, doorways, elevators, stairs, toilets, or other public portions of the Building or the Land (provided that Tenant shall have reasonable access to the Premises and toilets on the same floor as the Premises and, as a result thereof, there shall be no material reduction in the services which Landlord is required by this lease to provide to Tenant), (d) change the name, number or designation by which the Building is known and (e) take all material into the Premises that may be required in connection with any of the Rent otherwise matters described in this Section. If Tenant is not present when Landlord desires to enter the Premises, Landlord or Landlord’s contractors may enter the Premises (by force, in the event of an emergency) without liability to Tenant. If there is to be paid by Sublessee any excavation or construction adjacent to the Building, Tenant shall permit Landlord or any other person to enter the Premises to perform such work as Landlord or that person deems necessary to protect the Building, without any abatement of the Rent or liability to Tenant. Except as may be provided in this lease, all walls, windows and doors bounding the Premises (including exterior walls of the Building, core corridor walls, and exterior doors and entrances, other than surfaces facing the interior of the Premises and doors and entrances servicing only the Premises), balconies, terraces, vaults, Building systems and all other portions of the Building are reserved to Landlord for Landlord’s use, are not part of the Premises, and Landlord may have access thereto through the Premises. Landlord shall exercise Landlord’s rights under this SubleaseArticle in a manner which minimizes interference with the conduct of Tenant’s business in the Premises and damage to the Premises, Tenant’s Work and Tenant’s Property (all of which shall promptly be repaired by Landlord, at its expense), but Landlord is not required to employ overtime labor or incur additional expenses.

Access. Sublessee shall have access (a) Landlord reserves (for itself and its agents, consultants, contractors and employees) the right to enter the Subleased Premises twenty-four at all reasonable times, subject to Tenant’s reasonable security procedures, and, except in cases of emergency, after giving Tenant reasonable notice (24) hours a daywhich such notice may be by electronic mail provided such electronic mail is acknowledged by Tenant), seven to inspect the Premises (7) days a week or as otherwise including, without limitation, environmental testing); to supply any service to be provided for in the Prime Lease, provided, however, Sublessee’s employees shall be required by Landlord hereunder; to show proper identification the Premises to prospective purchasers or mortgagees; to show the Premises to prospective tenants during the last year of the Term; to post notices of non-responsibility; and to repair or maintain the Premises and the Building as required by Section 9.1, without abatement of Rent, and may for that purpose erect, use and maintain necessary structures in and through the Premises and the Building where reasonably required by Sublessor the character of the work to enter be performed. Notwithstanding the Subleased above, Landlord may not access any controlled document rooms, patient records or other secured area (i) without prior written notice to Tenant, except in the event of an emergency, (ii) unless accompanied by a Tenant designated representative. When entering the Premises, Landlord agrees to comply with Tenant’s rules and policies intended to protect the privacy of its patients’ protected health information as required by law, including without limitation The Health Insurance Portability and Accountability Act of 1996, as amended from time to time. Tenant hereby waives any claim for damages for any injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises or any other loss occasioned thereby, except to the extent caused by the Active Negligence or willful misconduct of Landlord in the exercise of its rights, or its failure to comply with the security requirements of this Section 17.2(a); and provided that Landlord shall use reasonable efforts not to materially adversely affect Tenant’s use of the Premises. Sublessor All locks for all of the doors in, upon and about the Premises, excluding Tenant’s vaults and safes or special security areas (designated in advance in writing by Tenant) shall at all times be keyed to a master system and Landlord shall at all times have and retain a key with which to unlock all of said doors. Landlord shall have the right to enter upon use any and all means that Landlord may deem necessary or proper to open said doors in an emergency in order to obtain access entry to any portion of the Premises, and any such entry to the Subleased Premises or portions thereof obtained by Landlord by any of said means, or otherwise, shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an eviction, actual or constructive, of Tenant from the Premises or any part thereof without charge portion thereof. (b) Landlord hereby reserves the right of Landlord, at all reasonable times and, following reasonable advance notice to Tenant, to permit the City, the County of Santa Xxxxx, the Santa Xxxxx Valley Water District, the Regional Water Quality Control Board, Department of Toxic Substances Control, or other governmental bodies, public or private utilities and any other persons or entities authorized by Landlord to enter upon reasonable prior notice the Premises for the purposes of the following: (except i) installing, using, operating, maintaining, removing, relocating and replacing (A) underground xxxxx, (B) water, oil, gas, steam, storm sewer, sanitary sewer and other pipe lines, and (C) telephone, electric, power and other lines, conduits, and facilities; (ii) flood control; (iii) maintenance of rights of way, (iv) performing any work, testing or monitoring in connection with any Regional Water Quality Control Board, Department of Toxic Substances Control, or other governmental requirements, including, without limitation, indoor air monitoring); and (v) remediation of Hazardous Substances in, on, or under, the Premises or any other property in the case neighborhood of an emergency, in which case no notice will be required) to inspect the Subleased Premises, whether related to the Pre-Existing Environmental Condition or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Subleaseotherwise.

Access. Sublessee shall have access to the Subleased Premises twenty-four (24) hours a dayExcept as set forth below, seven (7) days a week or as otherwise provided for in the Prime Lease, provided, however, Sublessee’s employees shall be required to show proper identification reasonably required by Sublessor to enter the Subleased Premises. Sublessor Service Provider shall have the right to enter upon the Premises before and after Building Standard Hours in order to perform the Cleaning and Janitorial Services required under Section 11 of this Service Agreement. The parties acknowledge that two (2) rooms of the Premises, the file server room and the wire transfer room (the “Secure Rooms”), will be secured by Customer before and after Customer’s normal business hours (“Customer’s Hours”) Customer shall provide Service Provider with keys or obtain access cards to the Secure Rooms permitting Service Provider to have access to the Subleased Secure Rooms outside of Customer’s Hours in accordance with the provisions for emergency access to the Premises set forth below. Service Provider shall provide Cleaning and Janitorial Services to the Secure Rooms only once per month, on a date that is mutually acceptable to Customer and Service Provider, such services to be provided during Customer’s Hours, and only when escorted by an employee or any part thereof without other agent of Customer. To the extent that Service Provider incurs additional expense for Cleaning and Janitorial Services provided to the Secure Rooms during Customer’s Hours, Service Provider shall have the right to assess such charge at all reasonable times upon reasonable to Customer as additional Rent due under this Service Agreement. Upon giving prior notice to Customer (except in the case of an emergencyemergency as provided below), Service Provider shall also have the right to enter the Premises in which case no notice will be required) order to inspect the Subleased Premisescondition, or to otherwise exercise or perform any of show the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six nine (69) months of the then current Term Term, determine if Customer is performing its obligations hereunder, perform the services or make the repairs that Service Provider is obligated or elects to perform hereunder, make repairs to adjoining space, cure any Defaults of Customer hereunder that Service Provider has the right to cure under the terms of this Sublease Service Agreement, and make remove from the Premises any improvements or property placed therein in violation of this Service Agreement, if Customer fails to remove such improvements or property within ten (10) days after Customer’s receipt of notice from Service Provider that such removal is required pursuant to the terms of this Service Agreement. Service Provider’s notice to Customer of any entity into the Premises shall include the identity of the individual(s) that will enter the Premises, the name(s) of the employer(s) of the individual(s) if other than Service Provider, and all the purpose of such changesentry. Except in the case of an emergency, alterationsas provided below, revisionsand except to perform the Cleaning and Janitorial Services required under this Service Agreement, additions Service Provider shall enter the Premises only during Building Standard Hours while Customer is conducting business in the Premises, unless otherwise agreed to by Customer at the time notice of such entry is provided from Service Provider to Customer, and tenant Service Provider shall use commercially reasonable efforts to not unreasonably interfere with the conduct of Customer’s business in the Premises during such entry. Customer shall provide Service Provider with the names and other improvements contact telephone numbers of two (2) employees of Customer to be contacted in the event of an emergency either in or about affecting the Subleased Premises as Sublessor (“Customer’s Emergency Contacts”). The names and contact telephone numbers of Customer’s Emergency Contacts shall electbe provided by Customer in the Commencement Date Agreement, all without any abatement and such information shall remain in effect until Service Provider receives written notice, in accordance with the Notices provision of this Service Agreement, of any revisions to such information. In the event of any emergency that requires immediate access to the Premises, Service Provider shall make reasonable efforts, if practicable under the circumstances, to place one (1) telephone call to each of Customer’s Emergency Contacts, and, if Service Provider is unable to reach either person, Service Provider shall leave a voicemail message specifying the nature of the Rent otherwise emergency for both persons (assuming that such persons maintain voice mail). The building engineer and any vendor or other emergency personnel required to be paid by Sublessee under this Subleaseaddress such emergency may then enter the Premises for the sole purpose of addressing such emergency.

Access. Sublessee shall have access Landlord reserves (for itself and its agents, consultants, contractors and employees) the right to enter the Subleased Premises twenty-four (24) hours a dayat all reasonable times and, seven (7) days a week or as otherwise except in cases of emergency, after giving Tenant reasonable notice, to inspect the Premises, to supply any service to be provided for in the Prime Leaseby Landlord hereunder, provided, however, Sublessee’s employees shall be required to show proper identification the Premises to prospective purchasers, mortgagees or tenants (during the last year of the Term), to post notices of nonresponsibility, and to alter, improve or repair the Premises and any portion of any of the Buildings, without abatement of Rent, and may for that purpose erect, use and maintain necessary structures in and through the Premises and the Buildings where reasonably required by Sublessor the character of the work to enter be performed. Landlord will comply with legal access restrictions applicable to special security areas in the Subleased Premises. Sublessor Landlord shall use reasonable efforts not to unreasonably interfere with Tenant’s use of the Premises. Tenant hereby waives any claim for damages for any injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises or any other loss occasioned thereby. All locks for all of the doors in, upon and about the Premises, excluding Tenant’s vaults and safes or special security areas (designated in advance in writing by Tenant) shall at all times be keyed to the Buildings master system and Landlord shall at all times have and retain a key with which to unlock all of said doors. Landlord shall have the right to enter upon use any and all means that Landlord may deem necessary or proper to open said doors in an emergency in order to obtain access entry to any portion of the Premises, and any entry to the Subleased Premises or portions thereof obtained by Landlord by any of said means, or otherwise, shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an eviction, actual or constructive, of Tenant from the Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case of an emergency, in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Subleaseportion thereof.

Access. Sublessee A. SBC shall have grant Amdocs' personnel such access to the Subleased Premises twentySBC premises and facilities as are reasonably required for Amdocs' performance of its obligations under this Agreement at SBC's site including, at no charge to Amdocs, with office space suitable for Amdocs' needs and the following services: computer terminals and associated peripherals including access to E-four (24) hours mail/Internet; a day, seven (7) days a week or as otherwise provided for communication line from SBC's premises to Amdocs' relevant development center with minimum capacity to be specified based on the number of users in the Prime Leasedevelopment center; reasonable use of telephone, providedfax, howeverand e-mail for business purposes; and office supplies, Sublessee’s equipment and consumables, at SBC's normal standard. Supplier shall have reasonable access to SBC's premises during normal business hours, and at such other times as may be agreed upon by the Parties to enable Supplier to perform its obligations under this Agreement. Supplier shall coordinate such access with SBC's designated representative prior to first visiting such premises and thereafter as agreed by the Parties. Supplier will ensure that only persons employed by Supplier or subcontracted by Supplier will be allowed to enter SBC's premises. If SBC requests Supplier or its subcontractor to discontinue furnishing any person provided by Supplier or its subcontractor from performing Work on SBC's premises due to such person's unacceptable behavior (i.e., a security problem or breach of SBC Code of Conduct, or disruptive behavior), Supplier shall immediately comply with such request. Such person shall leave SBC's premises immediately. Supplier shall not furnish such person again to perform Work on SBC's premises without SBC's written consent. The Parties agree that, where required by governmental regulations, Supplier will submit satisfactory clearance from the U.S. Department of Defense and/or other federal, state or local authorities. B. SBC may require Supplier or its representatives, including employees and subcontractors, to exhibit identification credentials, which SBC may issue to gain access to SBC's premises for the performance of Services. If, for any reason, any Supplier representative is no longer performing such Services, Supplier shall immediately inform SBC. Notification shall be required followed by the prompt delivery to show proper SBC of the identification reasonably required credentials, if issued by Sublessor SBC. Supplier agrees to enter the Subleased Premises. Sublessor shall have the right comply with SBC's corporate policy requiring Supplier or its representatives, including employees and subcontractors, to enter upon or obtain access exhibit their company photo identification in addition to the Subleased Premises SBC issued photo identification when on SBC's premises. C. Supplier shall use reasonable efforts to ensure that its representatives, including employees and subcontractors, while on or any part thereof without charge at all reasonable times upon reasonable prior notice off SBC's premises, will perform Work which (i) protects SBC's Material, buildings and structures and (ii) does not interfere with SBC's business operations and will perform such Work with care and due regard for the PROPRIETARY INFORMATION The information contained herein is not for use or disclosure outside SBC, Supplier, their affiliated and subsidiary companies, and their third party representatives, except under written agreement. Software Master Agreement No. 03032360 safety, convenience and protection of SBC, its employees, and property and in full conformance with the policies specified in the case SBC Code of Conduct, which prohibits the possession of a weapon or an emergencyimplement which can be used as a weapon. SBC acknowledges delivery of, in which case no notice will be required) to inspect the Subleased Premisesand Supplier acknowledges receipt of, or to otherwise exercise or perform any a copy of the rights SBC Code of Conduct on or obligations prior to the date of Sublessor under the Prime Lease or this Sublease. At any time during the Term execution of this Sublease, at Agreement. D. Supplier shall use reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines efforts to ensure that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, persons furnished by Supplier work harmoniously with all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Subleaseothers when on SBC's premises.

Access. Sublessee Section 17.1 Landlord shall at all times during the Term have access to the Subleased Premises twenty-four (24) hours a day, seven (7) days a week or as otherwise provided for in the Prime Lease, provided, however, Sublessee’s employees shall be required to show proper identification reasonably required by Sublessor right and privilege to enter the Subleased PremisesPremises for the purpose of inspecting the same to ensure compliance by Tenant with all of the provisions set forth in this Lease or for the purpose of showing the same to prospective purchasers or Mortgagees thereof. Sublessor Landlord shall also have the right and privilege at all times during the Term to post notices of non-responsibility for work performed by or on behalf of Tenant and, during the last one (1) year of the Term, Landlord shall have the right and privilege to enter the Premises at reasonable times during business hours for the purpose of exhibiting the same to prospective new tenants. Notwithstanding the foregoing, Landlord will not access patient or medical information which is protected from such access by Federal or State privacy laws, including the Health Insurance Portability and Accountability Act (“HIPAA”) and the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”) and the regulations promulgated thereunder, as amended, and Landlord will respect patient’s rights to privacy of their own rooms and possessions. Section 17.2 Landlord shall at all times during the Term have the right to enter the Premises or any part thereof for the purpose of making such repairs or Alterations therein as Landlord deems reasonably necessary or advisable following the failure of Tenant to make any such repairs or Alterations required by this Lease beyond any applicable notice and cure period which required repairs or Alterations must be supported by an engineering report from an engineer reasonably acceptable to Landlord and Tenant, and reasonably agreed to by both Landlord and Tenant, but such right of access shall not be construed as obligating Landlord to make any repairs to or replacements to the Premises or as obligating Landlord to make any inspection or examination of the Buildings. Tenant shall pay to Landlord, on demand, as Supplementary Rent hereunder, all amounts expended by Landlord pursuant to this Section 17.2 which amounts shall bear interest at the Default Rate until paid, if Tenant shall have failed to make said repairs within fifteen (l5) days of the receipt of said report. In the event of an emergency, Landlord shall have the right to enter upon or obtain access to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case of an emergency, in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Subleasethereof.

Access. Sublessee shall have access to the Subleased Premises twenty-four (24) hours a day, seven (7) days a week or as otherwise provided for in the Prime Lease, provided, however, SublesseeLandlord and Landlord’s employees shall be required to show proper identification reasonably required by Sublessor to enter the Subleased Premises. Sublessor agents shall have the right during all regular business hours and, during all other periods, upon 48 hours prior notice (which notice shall not be required in the event of an emergency) to enter upon the Leased Premises to inspect the same or obtain to maintain or repair, make alterations or additions to the Leased Premises or any portion thereof (each of which shall be accomplished by Landlord in a reasonable manner to avoid interfering with Tenant’s operations), to determine whether Tenant is complying with all of the provisions of this Lease, to post notices of non-responsibility or to show the Leased Premises to prospective purchasers, tenants, or lenders. Upon request from Landlord, Tenant shall, within 24 hours, provide Landlord, for Landlord’s permanent possession, a copy of any keys required to gain access to the Subleased Leased Premises or to any part thereof without charge area within the Leased Premises (excluding Tenant’s vaults and safes). Landlord may at all reasonable times upon reasonable prior notice (except in the case of an emergency, in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during place on or about the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Leased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything any ordinary “for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefromsale” signs. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor Landlord may at Sublessor’s option reenter the Subleased Premises at any time during the last six one hundred eighty (6180) months days of the then current Term term of this Sublease and make any and all such changesthe Lease, alterations, revisions, additions and tenant and other improvements in place on or about the Subleased Leased Premises as Sublessor shall elect, all without any ordinary “for lease” signs. Tenant hereby waives any claim for abatement of Rent or for damages for any injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Rent otherwise to be paid by Sublessee under this SubleaseLeased Premises, or any other loss occasioned thereby.

Access. Sublessee Tenant shall have access to at all times during the Subleased Premises twenty-Lease Term twenty four (24) hours a day, seven (7) days a week week, 365 days a year), reasonable access to the Common Areas, including, without limitation, elevators and rooftop, and full and exclusive access to the Premises, which includes from the top of the floor slab below the Premises to the bottom of the floor slab for the units above the Premises without obtaining Landlord’s consent; and non-exclusive use of the area below the Premises’ Floor slab and the ceiling of the units below the Premises (the “Subfloor Area”) with Landlord’s advance consent, which will not be unreasonably withheld, conditioned or delayed. Tenant’s non-exclusive use of the Subfloor Area will include, but not be limited to, the purposes of construction and installation of Tenant’s alterations and improvements, and for maintenance, repair and replacement of improvements, equipment, and cabling and other property of Tenant. Landlord reserves the right to, and Tenant agrees to permit Landlord or its agents or representatives to, enter the Premises, without charge therefor to Landlord and without diminution of the rent payable by Tenant, (i) to examine, inspect and protect the Premises and the Building, (ii) to make such alterations and/or repairs as in Landlord’s reasonable judgment may be required by law or be necessary to maintain the Project in good condition and repair in accordance with Article 8 hereof, (iii) with respect to the Terminated Space during the nine (9) month period prior to the Reduction Date and with respect to the Premises after Tenant has failed to exercise its right to renew this Lease for the next Extended Term, to conduct tours and otherwise provided for in the Prime market such space after providing reasonable prior notice to Tenant, and (iv) to otherwise comply with and carry out Landlord’s obligations under this Lease, ; provided, however, Sublesseeexcept when Landlord reasonably deems an Emergency exists, (w) Tenant may establish reasonable time of day restrictions on Landlord and/or third party entry to the Premises to avoid disruption of Tenant’s employees broadcast operations, (x) Landlord shall not be entitled to access any portion of the Premises in a manner that unreasonably interferes with Tenant’s use of the Premises in accordance with the Permitted Uses, (y) any Landlord entry shall be required subject to show proper identification reasonably required by Sublessor Tenant’s right to refuse access to any such agent or representative of Landlord (other than those that have been pre-approved for access) if, in Tenant’s reasonable opinion, such persons will compromise the confidentiality and/or security of the Premises and/or Tenant’s business operations, and (z) Tenant may require visitors who are not agents or contractors of Landlord to enter into a non-disclosure agreement satisfactory to Tenant prior to any entry to the Subleased Premises. Sublessor In connection with any such entry, Landlord shall have (A) minimize the right disruption to enter upon or obtain access to Tenant’s use of the Subleased Premises or any part thereof without charge at all Premises, (B) give Tenant reasonable times upon reasonable prior advance written and email (if possible) notice of such entry, which shall not be less than one (1) Business Day advance notice (except when Landlord reasonably deems an Emergency exists, in which case, no notice is required), and (C) endeavor to conduct such entry only during normal working hours (except when Landlord reasonably deems an Emergency exists). Tenant may at Tenant’s cost, at its option, require that Landlord be accompanied by a representative of Tenant during any such entry (except in circumstances where Landlord reasonably deems an Emergency exists). Tenant will provide Landlord with an Emergency contact person and phone number, which Landlord shall attempt to contact even in circumstances where Landlord reasonably deems an Emergency exists, to the extent practical. If Landlord reasonably deems an Emergency exists, then Landlord will notify the Tenant contact at the Emergency telephone contact number provided herein and will not enter the Premises unless accompanied by a Tenant representative and otherwise in compliance with the provisions of this Section 11.1, unless (1) Tenant fails to answer the telephone, or (2) Tenant waives such escort, or (3) waiting for a Tenant escort is unreasonable given the nature of the Emergency. If Landlord enters the Premises in case of an emergency, Emergency without prior notice to Tenant as provided in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same Landlord shall promptly, after providing written noticesuch entry, without being deemed in any manner guilty notify Tenant of trespass, eviction or forcible such entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all events giving rise to such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Subleaseentry.

Access. Sublessee shall have access 12.1 Following reasonable advanced notice to the Subleased Premises twenty-four (24) hours a dayTenant, seven (7) days a week or as otherwise provided for in the Prime Lease, provided, however, Sublessee’s employees shall be required to show proper identification reasonably required by Sublessor to enter the Subleased Premises. Sublessor shall have the right to enter upon or obtain access to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case of an emergency, in which case when no notice will shall be required) , Landlord or its representative, or designees, may enter the Premises at reasonable times under the circumstances, whether or not during business hours, to inspect the Subleased Premises, to enforce any provisions of this Lease, to make or cause to be made such repairs and improvements, or to otherwise exercise or perform any such maintenance, including the maintenance of the Building Equipment, as may be required of Landlord hereunder or as Landlord may deem necessary or desirable, to cure defaults of Tenant pursuant to the rights granted Landlord under Article XXIII hereof, to repair any utility lines or obligations system or systems servicing other parts of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, Building or the Prime LeaseProject, to rectify any condition in the Premises adversely affecting other occupants of the Building or the Project, to alter, renovate and correct decorate the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the Term if Tenant shall have removed all or substantially all of Tenant’s Property from the Premises, or, during the last six twelve (612) months of the then current Term of Term, to exhibit the Premises to others. Landlord or its representative may bring upon the Premises all things necessary to perform any work any work to be done in the Premises pursuant to this Sublease and make any and Section 12.1. Landlord agrees, however, that all such changesrepairs, alterationsImprovements and maintenance shall be made with a minimum of inconvenience to Tenant and that Landlord will diligently proceed therewith to completion but without obligation to employ overtime labor and subject to Unavoidable Delays. If Tenant, revisionsits agents or employees shall not be present or shall not permit an entry into the Premises at any time when such entry shall be permissible, additions Landlord may use a master key (or master code, card or switch if Tenant’s security system is other than conventional locks and tenant keys), or, in the case of an emergency, forcibly enter the Premises. Subject to reasonable prior notice, except in the event of an emergency, the Superior Lessor and other improvements in the Superior Mortgagee shall have the right to enter the Premises at any time to examine the Premises or about for the Subleased Premises as Sublessor shall elect, all without purpose of exercising any abatement of any of the Rent otherwise right reserved to be paid by Sublessee Landlord under this SubleaseSection.

Access. Sublessee shall have access to From and after the Subleased Premises twenty-four (24) hours a dayEffective Date through the Closing, seven (7) days a week Buyer, personally or as otherwise provided for in the Prime Leasethrough its authorized agent or representatives, provided, however, Sublessee’s employees shall be required entitled, upon reasonable advance notice to show proper identification reasonably required by Sublessor Seller, to enter upon the Subleased Premises. Sublessor Property during normal business hours and shall have the right to enter upon make such investigations, including tenant interviews, appraisals, engineering studies, soil tests, environmental studies and underwriting analyses, as Buyer deems reasonably necessary or obtain access advisable. Buyer shall have the right to conduct a Phase I environmental site assessment, and, if necessary, a Phase II environmental site assessment (including soils borings, soil sampling and, if relevant, ground water testing, and invasive sampling of building materials with respect to the Subleased Premises Property). Buyer’s activities at the Property shall be conducted in such a manner so as not to unreasonably interfere with the occupancy of the tenant or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case of an emergencyits employees, licensees or invitees. Regarding Buyer’s investigations, in which case no notice addition to the forgoing: a. Buyer must deliver evidence to Seller that Buyer has insurance for its proposed inspection activities, in amounts and with coverages that are substantially the same as those maintained by Seller or in such lesser amounts or with such lesser coverages as are reasonably satisfactory to Seller; b. Buyer must notify Seller in advance of Buyer’s plans to conduct tests so that Seller may be present during the tests; c. if the Land or Improvements are altered because of Buyer’s inspections, Buyer must return the Land or Improvements to their pre-inspection condition promptly after the alteration occurs; d. Buyer must deliver to Seller copies of all inspection reports that Buyer prepares or receives from third-party consultants or contractors within three days after their preparation or receipt; e. Buyer must abide by any other reasonable entry rules imposed by Seller; f. Buyer will be required) to inspect the Subleased Premisesindemnify, defend, and hold Seller harmless from any loss, reasonable attorney’s fees, expenses, or to otherwise exercise or perform any claims arising out of Buyer’s investigation of the rights Land or Improvements, except repair or remediation of existing conditions discovered by Buyer’s inspections. The obligations of Sublessor Buyer under the Prime Lease or this Sublease. At any time during the Term provision will survive termination of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at SublessorAgreement and Closing; and g. Buyer releases Seller and those persons acting on Seller’s option, enter into behalf from all claims and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything causes of action (including claims for which Sublessee is responsible under this Sublease, or the Prime Lease, attorney’s fees and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry court and detainer and without incurring any liability for any damage or interruption of Sublesseeother costs) resulting from Buyer’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months investigation of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in Land or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this SubleaseImprovements.

Access. Sublessee shall have access to the Subleased Premises twenty-four (24) hours a day, seven (7) days a week or as otherwise provided for in the Prime Lease, provided, however, Sublessee’s employees shall be required to show proper identification reasonably required by Sublessor to enter the Subleased Premises. Sublessor Landlord shall have the right to place, maintain and repair all utility conduits and equipment of any kind, upon and under the Demised Premises as may be necessary for the servicing of the Demised Premises and other portions of the Complex. Landlord shall also have the right to enter the Demised Premises at all reasonable times, upon 24 hours prior notice, to inspect or obtain access to exhibit the Subleased Premises same to prospective purchasers, mortgagees, lessees and tenants and to make such repairs, additions, alterations or improvements as Landlord may deem desirable. Landlord shall be allowed to take all material into and upon said premises that may be required therefore without the same constituting an eviction of Tenant in whole or in part and the rents reserved shall not abate while said work is in progress by reason of loss or interruptiox xx Tenant's business or otherwise and Tenant shall have no claim for damages. If Tenant shall not be personally present to permit an entry into said premises when for any reasonable reason an entry therein shall be permissible, Landlord may enter the same by a master key or by the use of force without rendering Landlord liable therefor and without in any manner affecting the obligations of this Lease. The provisions of this paragraph shall not be construed to impose upon Landlord any obligation whatsoever for the maintenance or repair of the building or any part thereof without charge at all reasonable times upon reasonable except as otherwise herein specifically provided. During the one hundred twenty days prior notice (except in to the case of an emergency, in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any expiration of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during renewal term, Landlord may place upon Demised Premises signs indicating that the Term of this SubleaseDemised Premises are available for rent or sale, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time which Tenant shall permit to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Subleaseremain thereon.

Access. Sublessee shall have access to the Subleased Premises twenty-four (24) hours a day, seven (7) days a week or as otherwise provided for in the Prime Lease, provided, however, Sublessee’s employees shall be required to show proper identification reasonably required by Sublessor to enter the Subleased Premises. Sublessor Landlord shall have the right to enter upon or obtain access to the Subleased Premises or any part thereof without charge right, at all reasonable times upon reasonable prior advance notice to Tenant (except and without notice in the case cases of an emergency), in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to inspect, maintain, repair or replace anything for which Sublessee is responsible and/or make replacements as required under this Sublease, or the Prime Lease, to show the Premises to prospective purchasers of the Shopping Center, and correct during the last ninety (90) days of the Term hereof (as same after providing may be extended), to show the Premises to prospective tenants. Landlord agrees to use its best efforts not to disturb or inconvenience Tenant in the conduct of Tenant's business therein. Except as otherwise expressly provided in this Lease, Landlord shall refrain from entering the Premises or conducting any work therein without the prior written noticeconsent of Tenant. In the event that Landlord or any of its agents, without being deemed employees, contractors or designees enters into the Premises under non-emergency situations in order to perform alterations, improvements and/or repairs thereto or to any other portion of the Shopping Center, and as a result thereof, Tenant cannot, in the exercise of its reasonable business judgement, operate its business, rent and all other charges payable to Landlord hereunder shall xxxxx in proportion to the degree of interference from the date of such closure until such time as the condition giving rise to said closure has been corrected, at which time Tenant shall resume the payments required hereunder. Landlord's right to install additional pipes, ducts, conduits, wires and appurtenant fixtures, if in the reception and/or employee area of the Premises, shall be restricted to those areas above Tenant's finished ceiling or below the slab floor, and Landlord shall use all reasonable efforts to install such items adjacent to walls, if feasible, in other areas of the Premises. All such installations by Landlord shall be undertaken in such a manner guilty so as to interfere as little as may be reasonably possible with Tenant's activities in the Premises. Access panels and grease and cleaning traps which do not exclusively serve the Premises shall be either located outside of trespassthe Premises or in a non-reception and/or employee portion of the Premises such that access to or through same shall not interfere with Tenant's use, eviction or forcible entry enjoyment and detainer and without incurring any liability occupancy of the Premises. Landlord shall be liable for any damage or interruption to the Premises of Sublessee’s business resulting therefrom. If Sublessee Tenant's property and shall have vacated the Subleased Premises, has not paid Rent indemnify and is in default beyond hold Tenant harmless for any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises liability incurred by Tenant as Sublessor shall elect, all without any abatement a result of any of the Rent otherwise to be paid foregoing activities by Sublessee under this SubleaseLandlord or any of its agents, employees, contractors or designees.

Access. Sublessee (a) Immediately upon execution of this Agreement, the Xxxxx Entities shall have use their best efforts to cause the Company to provide Comcast and its representatives complete access to the Subleased Premises twenty-four (24) hours a daybooks, seven (7) days a week or records, agreements, employees, accountants and the offices of the Company and its Subsidiaries for the purposes of making such investigation of the business of the Company and its Subsidiaries as otherwise provided for in the Prime Lease, Comcast shall deem necessary; provided, however, Sublessee’s employees that such investigation shall not unreasonably interfere with the operations of the Company. Between the date hereof and the termination of this Agreement, Xxxxx agrees to provide to Comcast copies of all information delivered to BTH or any Investor Nominee in accordance with the Shareholders Agreement. In addition, the parties agree that the BTH Entities shall be permitted to provide to Comcast all information regarding the Company received by them or any Investor Nominee after the date hereof; provided that any such information provided to Comcast shall be subject to paragraph (b) below. (b) From the date hereof to the earlier of the Closing Date or the date which is one year after the termination of this Agreement, Comcast and its officers, directors, employees, representatives and Affiliates will use reasonable care to avoid disclosure to third parties of proprietary information (whether received by Comcast from the Company, the Xxxxx Entities or the BTH Entities) relating to the Company, except as specifically (and only to the extent) required to show proper identification reasonably required be disclosed by Sublessor applicable law or administrative or legal process. For purposes of Comcast's obligations under this Section 12, reasonable care means the same degree of care that Comcast exercises with respect to enter the Subleased Premisessimilar types of its own proprietary information. Sublessor shall have the right to enter upon or obtain access It is understood and agreed that: (i) Comcast will (to the Subleased Premises extent reasonably possible) notify the Xxxxx Entities in writing prior to any proposed disclosure of such nonpublic information in response to the requirements of applicable law or administrative or legal process in order to enable the Xxxxx Entities to seek an appropriate protective order; (ii) Comcast may disclose any part information which (x) is or becomes publicly available other than as a result of a disclosure of Comcast in breach of this Agreement, (y) was known to the party receiving such information prior to the receipt thereof other than as a result of a disclosure by Comcast in breach of this Agreement, or (z) was previously independently developed by the party receiving such information without charge at the assistance of Comcast. In the event that the transactions contemplated hereby do not take place, all reasonable times upon reasonable prior notice original documents shall be returned by Comcast if requested by the providing party within thirty (except 30) days of the termination of this Agreement; otherwise, Comcast shall dispose of any such original documents in the case normal course of an emergency, in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this SubleaseComcast's business.

Access. Sublessee shall have (a) Between the date of this Option Agreement and the Closing Date, Sellers will, and will cause each Casablanca Subsidiary to, afford to the authorized representatives and agents of the Buyer free and reasonable access to and the Subleased Premises twenty-four (24) hours a dayright to inspect the assets, seven (7) days a week properties, books and records thereof and their respective Affiliates to the extent related to any Casablanca Subsidiary or any Casablanca Property, and will furnish, or cause to be furnished to, the Buyer such additional financial and operating data and other information regarding the same as otherwise provided the Buyer may from time to time reasonably request and is available to Sellers or any Casablanca Subsidiary. Sellers will, and will cause each Casablanca Subsidiary to, make reasonably available for conference any of their respective officers and employees and will attempt to make available their respective agents vendors or suppliers who are involved in the Prime business conducted at any Casablanca Property as reasonably requested by the Buyer and will supply, or cause to be supplied, to the Buyer all other information that the Buyer deems necessary to review the Casablanca Property as is available to Sellers or any Casablanca Subsidiary. The Buyer and the Buyer’s agents, representatives and designees will also have the continuing right until the Closing to enter in and upon the Casablanca Properties to inspect, examine, survey and make any borings, soil bearing tests, monitoring xxxxx, or other physical tests and any other engineering, structural, building system, environmental, architectural or landscaping test, drawings, investigations, analyses or surveys which the Buyer deems necessary or appropriate, subject to the prior written approval of Seller, which approval shall not be unreasonably withheld. Any access pursuant to this Section 6.2(a) shall be subject to the terms of the applicable Property Lease. (b) The Buyer will cooperate with Sellers to conduct the inspections, examinations, surveys, tests, drawings, investigations, analyses, surveys, reviews and interviews contemplated in this Section 6.2 in such a manner as to cause as little disruption to the business conducted at the Casablanca Properties as possible, and the Buyer will indemnify, defend and save the Sellers harmless from any Damages incurred by the Sellers to the extent such Damages are caused by Buyer’s or its employees’, contractors’ or representatives’ negligence in the performance of such inspections, examinations, surveys, analyses, tests, drawings, investigations, surveys, reviews and interviews; provided, however, Sublessee’s employees that in no event shall the Buyer be required to show proper identification reasonably required by Sublessor to enter the Subleased Premises. Sublessor shall have the right to enter upon or obtain access to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case of an emergency, in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability liable for any damage or interruption Damages based solely on its discovery of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Subleasepre-existing conditions.

Access. Sublessee The Receiver shall have unlimited and exclusive access to the Subleased Premises twenty-four Mortgaged Property as agent and attorney for the Mortgagor (24which right of access shall not be revocable by the Mortgagor) hours a dayand shall have full power and unlimited authority to do the following, seven subject to the instrument appointing the Receiver: (7a) days a week or as otherwise provided for collect the Rents and take proceedings in the Prime Lease, provided, however, Sublessee’s employees shall be required to show proper identification reasonably required by Sublessor to enter name of the Subleased Premises. Sublessor shall have the right to enter upon Mortgagor and make arrangements or obtain access compromises with respect to the Subleased Premises collection of Rents; (b) from time to time without notice or demand and free of charge occupy the Mortgaged Property and use any equipment, tools, undertaking or Improvements of the Mortgagor; (c) carry on or concur in carrying on all or part of the business of the Mortgagor; (d) borrow money on a secured or unsecured basis in priority to this Mortgage for such purposes approved by the Mortgagee; (e) lease any portion of the Mortgaged Property which may become vacant on such terms and conditions as he considers advisable and enter into and execute Leases, accept surrenders and terminate Leases; (f) complete the construction of any Improvements on the Mortgaged Property left by the Mortgagor in an unfinished state or award the same to others to complete; (g) purchase, repair, alter and maintain any personal property including, without limitation, appliances and equipment, necessary or desirable to render the Mortgaged Property operable or rentable and take possession of and use or permit others to use all or part of the Mortgagor’s materials, supplies, plans, tools, equipment (including appliances) and property of every kind and description; and (h) manage, operate, repair, alter or extend the Mortgaged Property and Improvements or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case of an emergency, in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Subleasethereof.

Access. Sublessee shall have access The Tenant agrees to permit the Landlord and the authorized representatives of the Landlord to enter the Demised Premises at all times during usual business hours upon reasonable notice, provided Landlord does not unreasonably interfere with the normal business operations of Tenant, for the purpose of inspecting the same and upon Tenant's failing to make repairs or failing to comply with laws, ordinances, rules, regulations or requirements, etc., making all necessary repairs to the Subleased Demised Premises twenty-four (24) hours a dayand performing any work therein that may be necessary to comply with any laws, seven (7) days a week ordinances, rules, regulations or as otherwise provided for requirements of any public authority or of the Board of Fire Underwriters or any similar body or that the Landlord may deem necessary to prevent waste or deterioration in connection with the Prime Demised Premises. Nothing herein shall imply any duty upon the part of the Landlord to do any such work which, under any provision of this Lease, provided, however, Sublessee’s employees shall the Tenant may be required to show proper identification reasonably required perform, and the performance thereof by Sublessor the Landlord shall not constitute a waiver of the Tenant's default in failing to perform the same. The landlord may during the progress of any work in the Demised Premises keep and store upon the Demised Premises all necessary materials, tools and equipment. The Landlord shall not in any event be liable for inconvenience, annoyance, disturbance, loss of business or other damage of the Tenant by reason of making repairs or the performance of any work in the Demised Premises, or on account of bringing materials, supplies and equipment into or through the Demised Premises during the course thereof, and the obligations of the Tenant under this Lease shall not thereby be affected in any manner whatsoever. The Landlord is hereby given the right during usual business hours to enter the Subleased Premises. Sublessor shall have the right to enter Demised Premises upon or obtain access to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case of an emergency, in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon provided that Landlord does not unreasonably interfere with the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Leasenormal business operations of Tenant, and correct to exhibit the same after providing written notice, without being deemed in any manner guilty for the purposes of trespass, eviction sale or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time hire during the last six (6) final nine months of the then current Term of this Sublease and make any the Landlord shall be entitled to display, on the Demised Premises in such manner as not unreasonably to interfere with the Tenant's business, the usual "For Sale" or "To Let" signs, and all the Tenant agrees that such changes, alterations, revisions, additions and tenant and other improvements in or about signs may remain unmolested upon the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this SubleaseDemised Premises.

Access. Sublessee shall have Subsequent to the transfer of any Public Garage Property or New Street or any interest therein to the City, the City agrees to provide the Redeveloper and the Redeveloper’s representatives, including the Redeveloper’s contractors, agents, employees, and LEP, reasonable access to the Subleased Premises twenty-four Public Garage (24and any portion of the Public Garage Property in its control or possession) hours a dayand such New Street for all purposes consistent with the Public Improvements Remedial Work. In furtherance thereof, seven the Redeveloper will reserve in its deed(s) to the City (7and in any applicable common interest community declaration) days a week an easement (the “Environmental Work Easement”) on, over, across, through and under the applicable Public Garage Property (including, without limitation, the applicable Public Garage) or as otherwise provided New Street for in purpose of access to and through such Public Garage Property and New Street for the Prime Lease, performance of the Public Improvements Remedial Work; provided, however, Sublesseethat such Environmental Work Easement shall immediately terminate, for any Public Garage or New Street that is an “establishment”, upon the City’s employees receipt of a “Verification” (as that term is defined in Connecticut General Statutes § 22a-134(19)) prepared by the Redeveloper’s LEP that the Public Improvements Remedial Work with respect to the applicable Public Garage Property or New Street has been conducted in accordance with the Transfer Act and the applicable RSRs. Except to the extent otherwise required by any governmental agency or Environmental Laws or with the prior agreement with the City, all Public Improvements Remedial Work related to any Public Garage or access way thereto shall be required conducted during normal business hours and under such reasonable conditions so as to show proper identification reasonably required by Sublessor minimize any interference with the use and/or occupancy of such Public Garage. Except as provided in Section 27.4, the Redeveloper shall release, defend, indemnify and hold the City harmless from and against any damage or claim related to enter the Subleased Premises. Sublessor shall have the right to enter upon or obtain access arising from any and all Environmental Conditions in existence at, emanating or having emanated from any Public Garage Property or New Street, which Environmental Conditions existed or arose prior to the Subleased Premises transfer of the applicable Public Garage or New Street to the City, as well as any damage or claim related to or arising from Redeveloper’s acts and omissions related to or arising from any Environmental Conditions. Redeveloper shall promptly repair all impact or alteration to the Public Garage Property arising from its activities with respect thereto, unless such impact or alteration is a necessary part thereof without charge at all reasonable times upon reasonable prior notice (except in of the case of an emergencyPublic Improvements Remedial Work, in which case no notice will the Redeveloper shall take reasonable actions to repair such impact or alteration within a reasonable period of time. The City shall allow the Redeveloper reasonable access to space and utilities as necessary for the Public Improvements Remedial Work and the City shall allow the Redeveloper to install utility connections and to use the utilities with respect to same; provided, however, that such utility connections and utilities shall be required) at the sole cost of the Redeveloper and the Redeveloper shall be responsible for obtaining and maintaining all necessary and appropriate insurance coverage and for all damages and expenses related to inspect such utility usage and utility connections, and for any property damage and unreasonable service interruptions resulting from such utility usage and utility connections. Further, subsequent to the Subleased Premisestransfer of any Public Garage or New Street to the City, the City shall not unreasonably modify, disrupt or delay any Public Improvements Remedial Work undertaken in accordance with the provisions of this Article XXVII with respect to such Public Garage or the applicable Public Garage Property or such New Street, except as authorized by law, or by any ELUR or Remedial Alternatives implemented by the Redeveloper. The City shall reimburse the Redeveloper for any reasonable and necessary damages reasonably incurred as a result of such modification, disruption or delay. The Parties agree that, subsequent to otherwise exercise the transfer of any Public Garage to the City, any Entity acquiring a leasehold or perform other tenancy or occupancy interest or security interest or any other interest in the applicable Public Garage shall acquire such interest subject to the terms of this Article XXVII and, upon request of the Redeveloper, shall confirm such subordination of its interest to this Article XXVII and any of the rights or obligations of Sublessor under ELURs by signing any documents reasonably requested by the Prime Lease or this Sublease. At any time during Redeveloper, including without limitation a subordination agreement as described in the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this SubleaseRSRs.

Access. Sublessee (a) Landlord and its designees shall have access to the Subleased Premises right, upon not less than twenty-four (24) hours a day, seven (7) days a week or as otherwise provided for in the Prime Lease, provided, however, Sublessee’s employees shall be required hours’ prior written notice to show proper identification reasonably required by Sublessor to enter the Subleased Premises. Sublessor shall have the right to enter upon or obtain access to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice Tenant (except in the case event of an emergency, in which case where no prior notice will shall be required) ), to inspect the Subleased Premises, or to otherwise exercise or perform enter upon any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time Demised Properties at reasonable hours to inspect such Demised Properties or, during the period commencing one year prior to the end of the Lease Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair (or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during if an Event of Default occurs), for the last six (6) months purpose of exhibiting same to prospective tenants and posting or erecting “for lease” or similar signage at the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall electDemised Properties, all without any abatement of in Landlord’s discretion. Landlord’s Mortgagee shall have the right, upon not less than seventy-two (72) hours’ prior written notice to Tenant, to enter upon any of the Rent otherwise Demised Properties at reasonable hours to inspect such Demised Properties, and Tenant shall reasonably cooperate with Landlord’s Mortgagee to effectuate same. Any such entry and/or inspection by Landlord or Landlord’s Mortgagee shall not unreasonably interfere with Tenant’s ability to conduct its business operations at the Demised Properties. (b) Upon prior written notice from Landlord, Tenant shall permit such qualified persons as Landlord may designate (“Site Reviewers”) to visit the Leased Premises during normal business hours and in a manner which does not unreasonably interfere with Tenant’s operations and perform, as agents of Landlord, environmental site investigations and assessments (“Environmental Site Assessments”) on the Leased Premises in any of the following circumstances: (i) in connection with any sale, financing or refinancing of the Leased Premises, (ii) within the six month period prior to the expiration of the Term, (iii) if an Event of Default exists, or (iv) at any other time that, in the reasonable opinion of Landlord, new information gives rise to a reasonable basis to believe that an Environmental Condition exists in violation of any applicable Environmental Law or involving a Release of Hazardous Materials which exceeds an applicable industrial remediation standard under any applicable Environmental Law. Where specifically required by a third party in the context of clause (i), above, or where undertaken pursuant to clauses (ii), (iii) and (iv), such Site Assessments may include both above and below the ground testing of Environmental Media for Environmental Conditions or Hazardous Materials and such other tests as may be necessary, in the reasonable opinion of the Site Reviewers, to conduct such testing. Tenant shall supply to the Site Reviewers such historical and operational information regarding the Leased Premises as may be reasonably requested by the Site Reviewers and as may be in Tenant’s possession or reasonably available to Tenant to facilitate the Environmental Site Assessments, and shall make available for meetings with the Site Reviewers appropriate personnel having knowledge of such matters. The cost of performing and reporting Environmental Site Assessments under clause (i) if such sale is to Tenant or any affiliate or designee of Tenant, under clause (iii), and under clause (iv) if any Environmental Condition or Release of Hazardous Materials which requires remediation to meet applicable industrial remediation standards or are in violation of any applicable Environmental Law is actually discovered, shall be paid by Sublessee under this SubleaseTenant, otherwise such costs shall be paid by Landlord.

Access. Sublessee Landlord shall have access retain a key to the Subleased Premises twenty-four (24) hours a dayLeased Premises, seven (7) days a week or as otherwise provided for in the Prime Lease, provided, however, Sublessee’s employees shall be required to show proper identification reasonably required by Sublessor to enter the Subleased Premises. Sublessor shall have and Landlord reserves the right to enter visit and inspect the Leased Premises at any reasonable time upon proper notice as provided in the Act, this Rental Agreement and the Rules and Regulations; to show the same to prospective Tenants; to display “FOR RENT” signs on said buildings or obtain access Leased Premises; and to advertise the same for lease, and may at any time remove placards, signs, fixtures, alterations, or additions not in conformity with this Rental Agreement, or with the Rules and Regulations now or hereafter adopted, and may make such repairs and alterations as may be deemed by Landlord necessary to the Subleased preservation of the Leased Premises or any part thereof the building in which the same are located. Landlord, its agent, janitor, watchman, employees, and subcontractors may enter the Leased Premises without charge at all reasonable times upon reasonable prior the consent of or notice (except to Tenant in the case of emergency and the parties agree that an emergency, in which case no notice will be required) emergency includes the need to inspect make necessary repairs to the Subleased Leased Premises, or to otherwise exercise install or perform any repair pipes, wires, and other appliances and items deemed by the Landlord essential to the use and occupation of other parts of the rights or obligations of Sublessor under the Prime Lease or this Subleasebuilding. At any time during the Term of this SubleaseThe Landlord, at reasonable times upon prior reasonable noticehis agent, Sublessor mayhis janitor, at Sublessor’s optionwatchman, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Leaseemployees, and correct subcontractors may enter the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Leased Premises at any time during reasonable time, after giving 2 days’ notice, for general inspection, repair, or other purposes. Pursuant to the last six (6) months Act, posting a note on the primary door of the then current Term of this Sublease entry to the Leased Premises stating the intended time and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any purpose of the Rent otherwise Landlord’s right of access to the Leased Premises is one means of proper notice. In addition, such notice may be paid by Sublessee under this Subleasegiven via email, text message or hand-delivery, and Tenant specifically consents to these methods of notice as being permitted and reasonable. If any Tenant makes a maintenance report or request to Landlord, Landlord is authorized to enter the Leased Premises to inspect and/or repair or perform the maintenance work, without the need for any additional or different notice to Tenant.

Access. Sublessee (a) All desired access by Tenant or Tenant's employees, agents or contractors to the Building for purposes of installing, maintaining and removing the Antenna Installation shall first be coordinated with Landlord's Building representative; it being understood that Landlord shall have the right to reasonably prescribe the times when such access shall be afforded Tenant (which may be other than during normal Business Hours) all to the Subleased Premises twenty-four intent and purpose that the normal operation of the Building shall not be disturbed or interfered with. Landlord's charges for overtime elevator service, if required, provided to Tenant shall be paid by Tenant within five (24) hours a day, seven (75) days a week or after submission of Landlord's xxxx therefor. All access by Tenant to the roof and other portions of the Building as otherwise provided well as all installations, repairs and maintenance performed by Tenant in connection with the Antenna Installation shall be subject to the supervision and control of Landlord, and to Landlord's safeguards for in the Prime Leasesecurity for the Building, the Building equipment and property and installations of Building tenants, provided, however, Sublessee’s employees Landlord hereby agrees to provide reasonably necessary access to Tenant and its agents to permit Tenant to install, repair, maintain and replace the Antenna. If for any reason Landlord wishes to assign a person to be present when Tenant desires access to the roof, Landlord may charge Tenant a fee for having Landlord's representative in attendance during the period of Tenant's access. Where such representative shall be required made available during non-Business Hours or on non-Business Days, the fee shall be computed on a minimum four (4) hour call basis. (b) With respect to show proper identification reasonably required by Sublessor any repairs to enter the Subleased Premises. Sublessor roof of the Building or to any portions of the Building that may be Tenant's responsibility pursuant to the foregoing provisions hereof, Landlord shall have the right to enter upon notify Tenant either before or obtain after receipt of notice from Tenant of desired access to the Subleased Premises Building for the purpose of making such repairs, that Landlord elects to itself make such repairs utilizing contractors of Landlord's choosing, including, without limitation, Landlord or affiliates(s) of Landlord, whose charges for performing such work shall be competitive with those of other contractors performing similar work in first-class buildings located in the Comparable Market, subject, however, to providing such documentation as may be reasonably required by Tenant's insurance provisions, and which charges shall be paid directly by Tenant on submission of a xxxx therefor by Landlord or reimbursed by Tenant to Landlord, if Landlord shall have paid all or part of such charges in the first instance. (c) All labor used by Tenant or any part thereof without charge at all reasonable times upon reasonable prior notice (except of Tenant's agents or contractors in connection with any installation, repair, replacement or other work concerning the case of an emergency, in which case no notice will Antenna Installation shall be required) to inspect compatible with then existing Building labor. In the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement event of any of labor conflicts between existing Building labor and Tenant's laborers, Tenant shall remove or cause its laborers to leave the Rent otherwise to be paid by Sublessee under this SubleaseBuilding.

Access. Sublessee Tenant shall have permit Landlord and Landlord’s Agents, subject to Tenant’s reasonable security procedures, to enter into the Premises at any time on at least two (2) Business Days’ notice (except in case of emergency in which case no notice shall be required), for the purpose of inspecting the same or for the purpose of repairing, altering or improving the Premises or the Building. Nothing contained in this paragraph shall be deemed to impose any obligation upon Landlord not expressly stated elsewhere in this Lease. When reasonably necessary, Landlord may, upon two (2) Business Days’ prior notice, temporarily close Building or Land entrances, Building doors or other facilities, without liability to Tenant by reason of such closure and without such action by Landlord being construed as an eviction of Tenant or as relieving Tenant from the duty of observing or performing any of the provisions of this Lease, provided that Tenant and its employees, agents, invitees, and guests are provided with reasonable alternative access to the Subleased Premises twenty-four (24) hours a day, seven (7) days a week or as otherwise provided for in Land and/or Building. In the Prime Lease, event that such reasonable alternative access is not so provided, howeverTenant shall receive an abatement of all Base Rent, Sublessee’s employees shall be required to show proper identification reasonably required Additional Rent and any other sums due under this Lease until such reasonable alternative access is provided by Sublessor to enter the Subleased PremisesLandlord. Sublessor Landlord shall have the right to enter upon or obtain access to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case of an emergency, in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six nine (69) months of the then current Lease Term for the purpose of this Sublease showing the Premises to prospective tenants, subject to Tenant’s reasonable security procedures. Tenant shall give written notice to Landlord at least twenty (20) Business Days prior to vacating the Premises and make any shall arrange to meet with Landlord for a joint inspection of the Premises prior to vacating. In the event of Tenant’s failure to give such notice or arrange such joint inspection, Landlord’s inspection at or after Tenant’s vacating the Premises shall be conclusively deemed correct for purposes of determining Tenant’s responsibility for repairs and all such changesrestoration. Landlord shall not be liable for the consequences of admitting by passkey, alterations, revisions, additions and tenant and other improvements in or about refusing to admit to the Subleased Premises as Sublessor shall elect, all without any abatement of Premises. Tenant or any of Tenant’s Agents, or other persons claiming the Rent otherwise to be paid by Sublessee under this Subleaseright of admittance.

Access. Sublessee (a) From the date of this Agreement until the Closing Date, Seller shall have cause the Subsidiaries to permit Purchaser and its authorized representatives full access to the Subleased Premises twenty-four to, and make available for inspection, upon prior 24 hour notice and during reasonable business hours (24) hours a day, seven (7) days a week or as otherwise provided agreed between the parties), the business of the Subsidiaries, including the employees, customers and suppliers of the Subsidiaries, and furnish Purchaser all documents, records and information relating thereto and with respect to the affairs of the Subsidiaries as Purchaser and its representatives may reasonably request, all for the sole purpose of permitting Purchaser to become familiar with the business and assets and liabilities of the Subsidiaries. The right of access described in the Prime Leasepreceding sentence will include, without limitation, the right of entry on the Properties for the purpose of conducting test drilling of the Subsidiaries' mineral reserves and to conduct a Phase I Environmental Site Assessment ("ESA") (each at Purchaser's sole risk and expense). Notwithstanding the foregoing, Purchaser shall not contact or otherwise communicate with any customer of Seller, a Subsidiary or any of their Affiliates; provided, however, Sublessee’s employees that Purchaser may contact or communicate with such customers that are also customers of Purchaser so long as (i) Purchaser does not during such contact or communication discuss the terms, conditions, existence or any other aspect of this Agreement or the transactions contemplated thereby, including the impending availability of Seller's products or services, or (ii) a representative of Seller is provided reasonable prior notice of (which notice need not be written) and afforded a reasonable opportunity to participate in such contact or communication and Purchaser does not discuss the impending availability of combined feldspar and ball clay or kaolin sales. Any additional Phase II environmental investigative work shall be performed only upon prior written agreement of the parties. The Purchaser agrees that it shall conduct the activities specified in this paragraph in a manner that does not unreasonably interfere with the Subsidiaries' business activities at the Properties and in a manner that minimizes disturbance to the existing condition of the Properties. Purchaser agrees that it, its agents, employees, consultants, invitees, or permittees will present proper credentials when seeking access to the Properties and shall comply with all applicable safety and environmental laws and regulations when performing the activities contemplated herein. Following the activities specified herein, Purchaser shall restore the Properties to their original condition and shall remove all equipment, tools or other property brought onto the Properties. Any unreasonable disturbance to the Properties as a result of the work contemplated herein will be promptly corrected by the Purchaser and/or its agents, employees, consultants, invitees, or permittees. Prior to Closing, Purchaser, and/or its agents, employees, consultants, invitees, or permittees, shall not disclose, and shall maintain as confidential, all information obtained as a result of the work contemplated herein and the results of the Phase I ESA or additional Phase II environmental investigation to any other person or entity, including, without limitation, any federal, state, or local governmental agencies, without the prior written consent of Seller, and during the period from the Closing until the fifth anniversary of the Closing Date, Purchaser and/or its agents, employees, consultants, invitees, or permittees shall not make such disclosures without providing Seller 15 days' prior written notice. (b) Notwithstanding the foregoing, the Seller shall not be required to show proper identification provide any information which it reasonably believes it may not provide to Purchaser by reason of applicable law, rules or regulations, which constitutes information protected by attorney/client privilege, or which the Seller or any Affiliate is required to keep confidential by Sublessor reason of contract, agreement or understanding with third parties. The parties agree and acknowledge that the information not disclosed may include contracts, documents, and information, or portions thereof, which are competitively sensitive concerning the Seller's feldspar reserves, customers, business, or operations. At Purchaser's request, however, Seller will disclose the general nature of such documents and the identities of the other parties thereto to enter Purchaser and, if requested by Purchaser, will use commercially reasonable efforts to obtain consents to confidential disclosure of the Subleased Premisescontents thereof to Purchaser from the applicable contracting parties, except that Seller shall not supply any information or make reasonable efforts to obtain consents under this sentence with respect to any information relating to Feldspar (as herein defined) or similarly competitively sensitive subjects. (c) Seller and Purchaser acknowledge that they are competitors with respect to certain lines of business. Sublessor In order to prevent the misuse of competitively sensitive information relating to such lines of business, as promptly as possible following the date hereof the parties shall have establish an appropriate protocol which shall remain in place until the right expiration of the applicable waiting periods under the HSR Act (as defined herein) pursuant to enter upon or obtain access which each party may disclose to a limited number of representatives of the other party confidential information which is competitively sensitive in nature with respect to such lines of business, for the purpose of preparing filings required under the HSR Act, and otherwise consistent with the advice of the parties' respective outside antitrust counsel. In addition, as the parties deem advisable and necessary with respect to their respective competitively sensitive written materials, each party, acting reasonably, may designate any of its competitively sensitive written materials to be provided to "outside counsel only." Materials of the type referred to in the preceding sentence and the information contained therein shall be given only to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case of an emergency, in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any outside legal counsel of the rights respective parties and will not be disclosed by such outside counsel to employees, officers or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months directors of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements recipient unless express permission is obtained in advance from the disclosing party or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Subleaseits legal counsel.

Access. Sublessee (a) Subject to Subparagraphs 5(f) and 6(b), Licensor agrees that Licensee's authorized employees or properly authorized contractors, subcontractors, and agents of Licensee shall have access to the Subleased Premises twenty-four Building and Building Communications Spaces during normal business hours for the purposes of installing, maintaining, operating, supplementing and repairing Licensee's Equipment. Outside of normal business hours, the Licensee shall contact the Building Manager to make arrangements for acesss and security. (24b) For the purposes of performing the construction and installation activities described in Subparagraph 6(a), the Licensee agrees to give at least forty eight (48) hours a daynotice to Licensor of its intent to enter Building Communications Spaces. At the time that such notice is given, seven (7) days a week or as otherwise provided Licensee shall inform Licensor of the names of the persons who will be accessing the Building Communications Spaces, the reasons for entry, and the expected duration of the work to be performed. Such notice shall not be required in the Prime Lease, provided, however, Sublessee’s employees shall be required to show proper identification reasonably required by Sublessor to enter the Subleased Premises. Sublessor shall have the right to enter upon or obtain access to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case event of an emergency, or for routine service activations requiring only cross connections to be made in which case the Main telephone room and riser closets and where no new cabling or equipment is installed. For routine service activations and repairs, the tenant should advise the building management that they are expecting a serviceman and arrange access. In the event of an emergency, Licensee shall give to Licensor as much advance notice will as reasonably possible of its intent to enter the Building Communications Spaces and, within Two (2) days following such entry, shall provide to Licensor a written report detailing the nature of such emergency and the corrective actions taken. A copy of the Licensee's trouble ticket shall be requiredsufficient for this purpose. (c) Subject to inspect Subparagraph 6(b) Licensor and its representatives shall have th,~ right to enter the Subleased Premises, or to otherwise exercise or perform Equipment Room for any of the rights or obligations of Sublessor under following purposes; (i) to maintain the Prime Lease or this Sublease. At any time during Equipment Room and the Term of this SubleaseBuilding; (ii) to make inspection, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changesrepairs, alterations, revisionsimprovements or additions, additions and tenant and other improvements in or about to the Subleased Premises as Sublessor shall electEquipment Room; (iii) to perform any acts related to the safety, all without any abatement of any protection, preservation, or improvement of the Rent otherwise Equipment Room or the Building; and (iv) for such other purposes as Licensor deems reasonably necessary, but shall take all steps to be paid by Sublessee under this Sublease.limit interference with Licensee's operations therein

Access. Sublessee Landlord and its authorized representatives shall have access to the Subleased Premises twenty-four (24) hours a dayhave, seven (7) days a week or as otherwise provided for in the Prime Lease, provided, however, Sublessee’s employees shall be required to show proper identification reasonably required by Sublessor to enter the Subleased Premises. Sublessor shall have the right to enter upon or obtain access to the Subleased Premises or any part thereof without charge at all reasonable times times, upon reasonable not less than forty-eight (48) hours’ prior notice (except in the event of an emergency, in which event only such notice as may be reasonable under the circumstances shall be required and the purpose of such access shall be the removal or remediation of the harm or potential harm posed by the emergency), which notice may be given telephonically, the right to enter the Premises to inspect the Premises and to exhibit the Premises to prospective purchasers or lenders. Landlord shall use reasonable efforts not to interfere with the operation of the Premises by Tenant when exercising such access rights, and Tenant shall have the opportunity to accompany Landlord during any such entry onto the Premises. In addition, Tenant grants to Landlord and its authorized representatives the right (but not the obligation) during business hours, upon not less than twenty four (24) hours oral or written notice to Tenant (except in case of an emergency, in which case no event only such notice will as may be reasonable under the circumstances shall be required) to inspect enter upon the Subleased PremisesLand for the purposes of inspecting Tenant’s construction activities, provided that such inspection shall not unreasonably interfere with Tenant’s construction activities. No inspections by Landlord shall be construed as an acknowledgement, acceptance or to otherwise exercise representation by Landlord that there has been compliance with any terms or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term provisions of this SubleaseLease, at reasonable times upon prior reasonable that there has been compliance with any plans and specifications or that the Improvements will be free of defective materials or workmanship. Notwithstanding anything contained herein to the contrary, if Landlord’s entry into the Premises under this Section 24 causes the Premises (or any portion thereof) to become untenantable and remain untenantable for two (2) business days after notice thereof by Tenant to Landlord, then commencing on the third business day after such notice, Sublessor may, at SublessorTenant’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent (including Base Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter Additional Rent) will xxxxx for so long as the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all remain untenantable for such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Subleasereasons.

Access. Sublessee shall have access to the Subleased Premises twenty-four (24) hours a day, seven (7) days a week Landlord or as otherwise provided for in the Prime Lease, provided, however, Sublessee’s employees shall be required to show proper identification reasonably required by Sublessor to enter the Subleased Premises. Sublessor Landlord's agents shall have the right to enter upon or obtain access to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in to examine the case same, and to show them to prospective purchasers or tenants of an emergency, in which case no notice will be required) to inspect the Subleased Premises, and to make such repairs, alterations, improvements or additions as Landlord may deem necessary or desirable, and Landlord shall be allowed to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter take all material into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintainmay be required therefor, repair without the same constituting an eviction of Tenant in whole or replace anything for which Sublessee is responsible under this Sublease, or the Prime Leasein part, and correct the same after providing written noticerent reserved shall in no way xxxxx while said repairs, without alterations, improvements or additions are being deemed in any manner guilty made, by reason of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage loss or interruption of Sublessee’s business resulting therefromof Tenant, or otherwise. If Sublessee shall have vacated During the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months prior to the expiration of the then current Term term of this Sublease Lease, Landlord may exhibit the Premises to prospective tenants or purchasers, and make place upon the Premises the usual notices "For Lease" or "For Sale," which notices Tenant shall permit to remain thereon without molestation. If Tenant shall not be personally present to open and permit an entry into the Premises, at any time, when for any reason an entry therein shall be deemed necessary or permissible, Landlord or Landlord's agents may enter the same by a master key, or may forcibly enter the same, without rendering Landlord or such agents liable therefor, and all such changeswithout in any manner affecting the obligations and covenants of this lease. Nothing herein contained, alterationshowever, revisionsshall be deemed or construed to impose upon Landlord any obligation, additions and tenant and other improvements in responsibility or about liability whatsoever, for the Subleased Premises as Sublessor shall electcare, all without any abatement of any maintenance or repair of the Rent Premises, or any part thereof, except as otherwise to be paid by Sublessee under this Subleaseherein specifically provided.

Access. Sublessee (a) From the date hereof and prior to the Closing, Seller shall, and shall have cause the Kendro Entities to, provide Purchaser and its representatives, xxxxxg regular business hours and upon reasonable notice, with such information in respect of the Kendro Entities and the transactions contemplated by this Agreemxxx, and with such access to the Subleased Premises twenty-four (24) hours a dayproperties, seven (7) days a week or books and records of the Kendro Entities, as otherwise provided for in the Prime Lease, Purchaser may from time to time reasonably rexxxxx; provided, however, Sublessee’s employees that Seller and the Kendro Entities shall not be obligated to provide Purchaser wxxx xxy information relating to trade secrets or to provide access to or to disclose information where such access or disclosure would violate any law, rule, regulation, Order, fiduciary duty to any partners or the term of any Contract, or adversely affect the ability of Seller, any Kendro Entity or any of their respective affiliates to assert attoxxxx-xlient, attorney work product or other similar privilege; and provided, further, that in no event shall such access include access to Seller's facility located at 31 Pecks Lane, Newtown, Connecticut or with respect to any facilixx xx xxxxxxxx xx Xxxxxx, "Xxxxx XX" or other environmental testing or sampling of properties of the Kendro Entities. Any disclosure whatsoever during such investigatxxx xo Purchaser shall not constitute an enlargement of or additional representations or warranties of Seller beyond those specifically set forth in this Agreement. All such information and access shall be required to show proper identification reasonably required by Sublessor to enter the Subleased Premises. Sublessor shall have the right to enter upon or obtain access subject to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case of an emergency, in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any terms and conditions of the rights letter agreement, dated October 8, 2004, between Purchaser and SPX, as amended (the "Confidentiality Agreement"). (b) Seller shall reasonably assist Purchaser in connection with Purchaser's retaining Seller's accountants to audit the Kendro Business, including executing consents or obligations waivers necexxxxx for Seller's accountants to perform such audit. Seller shall afford its auditors (or such other auditors as Purchaser may select) such access as is reasonably necessary for the performance of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Subleasesuch audit; provided, at reasonable times upon prior reasonable noticehowever, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee it is understood that such audit may not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same be completed until after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months consummation of the then current Term of this Sublease transactions contemplated hereby and make any and all such changes, alterations, revisions, additions and tenant and other improvements that in or about no event will the Subleased Premises as Sublessor shall elect, all without any abatement of any audit be a condition to the consummation of the Rent otherwise to be paid by Sublessee under this Subleasetransactions contemplated hereby.

Access. Sublessee (a) Subject to Subparagraphs 5(f) and 6(b), Licensor agrees that Licensee’s authorized employees or properly authorized contractors, subcontractors, and agents of Licensee shall have access to the Subleased Premises twenty-four Building and Building Communications Spaces during normal business hours for the purposes of installing, maintaining, operating, supplementing and repairing Licensee’s Equipment. Outside of normal business hours, the Licensee shall contact the Building Manager to make arrangements for acesss and security. (24b) For the purposes of performing the construction and installation activities described in Subparagraph 6(a), the Licensee agrees to give at least forty eight (48) hours a daynotice to Licensor of its intent to enter Building Communications Spaces. At the time that such notice is given, seven (7) days a week or as otherwise provided Licensee shall inform Licensor of the names of the persons who will be accessing the Building Communications Spaces, the reasons for entry, and the expected duration of the work to be performed. Such notice shall not be required in the Prime Leaseevent of an emergency, providedor for routine service activations requiring only cross connections to be made in the Main telephone room and riser closets and where no new cabling or equipment is installed. For routine service activations and repairs, howeverthe tenant should advise the building management that they are expecting a serviceman and arrange access. In the event of an emergency, Sublessee’s employees Licensee shall be required give to show proper identification Licensor as much advance notice as reasonably required by Sublessor possible of its intent to enter the Subleased PremisesBuilding Communications Spaces and, within Two (2) days following such entry, shall provide to Licensor a written report detailing the nature of such emergency and the corrective actions taken. Sublessor A copy of the Licensee’s trouble ticket shall be sufficient for this purpose. (c) Subject to Subparagraph 6(b) Licensor and its representatives shall have the right to enter upon or obtain access to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case of an emergency, in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform Equipment Room for any of the rights or obligations of Sublessor under following purposes; (i) to maintain the Prime Lease or this Sublease. At any time during Equipment Room and the Term of this SubleaseBuilding; (ii) to make inspection, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changesrepairs, alterations, revisionsimprovements or additions, additions and tenant and other improvements in or about to the Subleased Premises as Sublessor shall electEquipment Room; (iii) to perform any acts related to the safety, all without any abatement of any protection, preservation, or improvement of the Rent otherwise Equipment Room or the Building; and (iv) for such other purposes as Licensor deems reasonably necessary, but shall take all steps to be paid by Sublessee under this Sublease.limit interference with Licensee's operations therein

Access. Sublessee 6.2.1 Each of Mezz IV and the Company agree that, from and after the Effective Date and the receipt by Escrow Agent of the Deposit, the Company shall provide or cause each Fee Owner to provide Pebblebrook with reasonable access to each Hotel (subject to this Section 6.2) during reasonable hours on Business Days upon reasonable advance notice and shall also make available to Pebblebrook (to the extent in the Company’s, any Fee Owner’s or any Subsidiary’s possession or cause Manager to make available) such Leases, Contracts and other non-proprietary information relating to the operation of each Hotel as Pebblebrook shall reasonably request, all upon reasonable advance notice. In no event, however, shall Mezz IV and the Company be obligated to make available Xxxxxxx’x Proprietary Material. 6.2.2 Pebblebrook shall at all times conduct its review, inspections and examinations in a manner so as to not cause liability, damage, lien, loss, cost or expense to the Company, Fee Owners or any other Subsidiary or any Hotel and so as to not unreasonably interfere with or unreasonably disturb the Manager, any guest or any Tenant at such Hotel, and Pebblebrook will indemnify, defend, and hold the Company, the Subsidiaries, Fee Owners and their respective direct or indirect members, partners, shareholders, officers, directors, employees or agents (collectively, the “Xxxxxxx Indemnified Parties” and each, a “Xxxxxxx Indemnified Party”) harmless from and against any such liability, damage, lien, loss, cost or expense, to the extent caused by Pebblebrook’s review, inspections and examinations. Prior to entry upon any Hotel, Pebblebrook shall provide the Company with copies of certificates of insurance evidencing comprehensive general liability insurance policies (naming the Company and Fee Owners as additional insureds) which shall be maintained by Pebblebrook in connection with its investigations upon any Property prior to the date of entry upon such Hotel, with limits, coverages and insurers under such policies reasonably satisfactory to such additional insureds. Without limitation on the foregoing, in no event shall Pebblebrook: (a) make any intrusive physical testing (environmental, structural or otherwise) at any Property (such as soil borings, water samplings or the like) without the Company’s express written consent which may be given or withheld in Company’s sole discretion (and Pebblebrook shall in all events promptly return such Hotel to its prior condition and repair thereafter) and which may be further conditioned upon, among other things, the Company’s approval of the following: (i) the insurance coverage of the contractor who will be conducting such testing; (ii) the scope and nature of such testing to be performed by such contractor; and (iii) a written confidentiality agreement by such contractor in form reasonably satisfactory to the Company; (b) contact the Manager or any Tenant or any guest of any Hotel without the Company’s express written consent (which shall not be unreasonably withheld); (c) contact any Governmental Authority having jurisdiction over any Hotel without the Company’s express written consent (which shall not be unreasonably withheld). The Company shall have the right, at its option, to cause a representative of the Company to be present at all inspections, reviews and examinations conducted hereunder. At Company’s written request, Pebblebrook shall promptly deliver to Company true, accurate and complete copies of any written reports relating to each Hotel prepared for or on behalf of Pebblebrook by any third party. In the event of any termination of this Agreement, Pebblebrook shall return all documents and other materials furnished by the Company, Mezz IV, Manager, or any Affiliate or agent of the foregoing. Pebblebrook shall keep all non-public information or data received or discovered in connection with any of Pebblebrook’s inspections, reviews or examinations strictly confidential, except for disclosures to its counsel, provided such disclosures are on an as needed basis for Pebblebrook’s acquisition of the Pebblebrook Interest, and such persons are instructed to keep the information strictly confidential. 6.2.3 For avoidance of doubt, the access provided to Pebblebrook under this Section 6 shall not be construed to be a so called “due diligence period” and Pebblebrook’s findings during any such access to the Subleased Premises twenty-four (24) hours a day, seven (7) days a week or as otherwise provided for in the Prime Lease, provided, however, Sublessee’s employees Property shall be required no reason to show proper identification reasonably required by Sublessor to enter the Subleased Premises. Sublessor shall have the right to enter upon or obtain access to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case of an emergency, in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any terminate this Agreement and receive a return of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term Deposit. 6.2.4 The provisions of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in Section 6 shall survive any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term termination of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this SubleaseAgreement for one (1) year.

Access. Sublessee Tenant shall have permit Landlord and Landlord's Agents to enter into the Premises at any time on at least two (2) Business Days' notice (except in case of emergency), for the purpose of inspecting the same or for the purpose of repairing, altering or improving the Premises or the Buildings. Nothing contained in this paragraph shall be deemed to impose any obligation upon Landlord not expressly stated elsewhere in this Lease. When reasonably necessary, Landlord may temporarily close Center, Buildings or Land entrances, Buildings doors or other facilities, without liability to Tenant by reason of such closure and without such action by Landlord being construed as an eviction of Tenant or as relieving Tenant from the duty of observing or performing any of the provisions of this Lease; PROVIDED THAT, Landlord shall make commercially reasonable efforts to provide access for Tenant to the Subleased Premises twenty-four (24) hours a day, seven (7) days a week or as otherwise provided for in the Prime Lease, provided, however, Sublessee’s employees shall be required to show proper identification reasonably required by Sublessor to enter the Subleased Premisesduring any such temporary closure. Sublessor Landlord shall have the right to enter upon or obtain access the Premises for the purpose of showing the Premises to prospective tenants within the period of one-hundred twenty (120) Business Days prior to the Subleased expiration or sooner termination of this Lease and to erect on the Premises or any part thereof without charge a suitable sign indicating the Premises are available. Tenant shall give written notice to Landlord at all reasonable times upon reasonable least twenty (20) Business Days prior notice (except in to vacating the case of an emergency, in which case no notice will be required) Premises and shall arrange to inspect the Subleased Premises, or to otherwise exercise or perform any meet with Landlord for a joint inspection of the rights Premises prior to vacating. In the event of Tenant's failure to give such notice or obligations arrange such joint inspection, Landlord's inspection at or after Tenant's vacating the Premises shall be conclusively deemed correct for purposes of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into determining Tenant's responsibility for repairs and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Subleaserestoration.

Access. Sublessee Tenant shall have access to the Subleased Premises Building seven (7) days per week, twenty-four (24) hours a per day, seven (7) days a week or as otherwise provided for subject to Landlord’s reserved rights set forth in the Prime Lease, provided, however, Sublesseeparagraph 4.3. 1. Tenant shall permit Landlord and Landlord’s employees shall be required to show proper identification reasonably required by Sublessor Agents to enter into the Subleased Premises. Sublessor shall have the right to enter upon or obtain access to the Subleased Premises or at any part thereof without charge time on at all reasonable times upon reasonable prior least one (1) Business Day’s notice (except in the case of an emergency, emergency in which case no notice will shall be required) ), for the purpose of inspecting the same or for the purpose of repairing, altering or improving the Premises or the Building. Nothing contained in this paragraph shall be deemed to inspect impose any obligation upon Landlord not expressly stated elsewhere in this Lease. When reasonably necessary, Landlord may temporarily close Building or Land entrances, Building doors or other facilities, without liability to Tenant by reason of such closure and without such action by Landlord being construed as an eviction of Tenant or as relieving Tenant from the Subleased Premises, duty of observing or to otherwise exercise or perform performing any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term provisions of this SubleaseLease provided that such closures are performed only when necessary, at in Landlord’s commercially reasonable times opinion, and for as short a period as is commercially feasible. Landlord shall have the right, upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time notice to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime LeaseTenant, and correct at reasonably acceptable times to Tenant, to enter the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six twelve (612) months of the then current Lease Term (or at any time when an Event of this Sublease Default has occurred and make any is continuing) by Tenant for the purpose of showing the Premises to prospective tenants. Tenant and all Landlord shall arrange to meet for a joint inspection of the Premises prior to vacating. In the event of Tenant’s failure to give such changesnotice or to arrange such joint inspection, alterationsLandlord’s inspection at or after Tenant’s vacating the Premises shall be conclusively deemed correct for purposes of determining Tenant’s responsibility for repairs and restoration, revisionsprovided that Landlord shall deliver an itemized, additions and tenant and other improvements in written statement to Tenant setting forth the conclusions of such inspection. Landlord shall not be liable for the consequences of admitting by passkey, or about refusing to admit to the Subleased Premises as Sublessor shall electPremises, all without any abatement of Tenant or any of Tenant’s Agents, or other persons claiming the Rent otherwise to be paid by Sublessee under this Subleaseright of admittance.

Access. Sublessee shall have access to the Subleased Premises twenty-four (24) hours a day, seven (7) days a week or as otherwise provided for in the Prime Lease, provided, however, Sublessee’s employees shall be required to show proper identification reasonably required by Sublessor to enter the Subleased Premises. Sublessor Sublandlord and Sublandlord's agents shall have the right to enter upon or obtain access to the Subleased Premises or any part thereof without charge at all times subsequent to giving Subtenant reasonable times upon reasonable prior notice (except in the case of an emergency, in for which case no such notice will be is not required) , to inspect examine the Subleased Premises, to survey the Subleased Premises, to show the Subleased Premises to prospective mortgagees or lessees, and to otherwise exercise make such decoration, repairs, or perform any of alterations, improvements or additions as Sublandlord may deem necessary and desirable to the rights or obligations of Sublessor under the Prime Lease or this SubleaseSubleased Premises. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter Sublandlord shall be allowed to take all material into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct may be required in connection with such activity without the same after providing written notice, without being deemed in any manner guilty of trespass, constituting an eviction or forcible entry constructive eviction of Subtenant in whole or in part and detainer the Rent and without incurring any liability for any damage Additional Rent shall in no way abatx xxxle said activities are being conducted, by reason of loss or interruption of Sublessee’s business resulting therefromof Subtenant or otherwise. If Sublessee Subtenant shall have vacated not be personally present to open and permit an entry into the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time time, when for any reason an entry therein shall be necessary and permissible, Sublandlord and Sublandlord's agents may enter the same by a master key or may forcibly enter the same without rendering Sublandlord or such agents liable therefore (if during such entry Sublandlord or Sublandlord's agents shall accord reasonable care to Subtenant's property), and without in any manner affecting the last six (6) months obligations and covenants of the then current Term of this Sublease and make Sublease. Nothing herein contained, however, shall be deemed or construed to impose upon Sublandlord any and all such changesobligation, alterationsresponsibility, revisionsor liability whatsoever, additions and tenant and other improvements in or about for the Subleased Premises as Sublessor shall electcare, all without any abatement of any supervision, repair of the Rent otherwise to be paid by Sublessee under this Subleasebuilding or any part thereof.

Access. Sublessee shall have access to the Subleased Premises twenty-four (24) hours a dayLICENSEE, seven (7) days a week or as otherwise provided for in the Prime Leaseits properly qualified and authorized agents, providedemployees, howevercontractors and servants, Sublessee’s employees shall be required to show proper identification reasonably required by Sublessor to enter the Subleased Premises. Sublessor shall have the right to enter access the Facility Monday through Friday, 8:00 a.m. through 4:00 p.m. (weather permitting), as coordinated and accompanied by representatives of COUNTY. If communication equipment of LICENSEE is operated or maintained by anyone other than its regular employees, the admission of such persons to said site shall be permitted only upon express consent of COUNTY having first been obtained. COUNTY hereby grants to LICENSEE a non-exclusive right to use the access road that serves the Facility. Said right shall be subject to the provisions of Section 10 hereof, and to the following conditions and terms: A. LICENSEE shall exercise said right through its authorized agents, employees, contractors, or obtain servants whenever it is necessary for them to have access to LICENSEE’s equipment, now or hereafter located on said Facility. B. LICENSEE shall use said road at its sole risk and avoid traveling upon it to the Subleased Premises or any part thereof without charge greatest practical extent at all reasonable times upon reasonable prior notice (except when weather conditions are such that excessive damage to the road surface may result from such use. LICENSEE shall, at its expense, promptly repair any abnormal or excessive road damage caused by its use during the term of this License. C. In the event LICENSEE elects to add a lock to the locked gates, LICENSEE shall provide locks in such a manner that the gates may be used without disturbing the locks of others. D. After-hours access will only be granted for emergency situations. This access is not included in the case of an emergency, in which case no notice Fee. Any call-out for after-hours access will be requiredbilled at the then-current, after-hours hourly rate at time of call-out. The current (FY 2019-20) to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee hourly rate for after-hours callouts is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Sublease$162.

Access. Sublessee Section 17.1 Landlord shall at all times during the Term, upon giving Tenant at least two (2) Business Days’ prior written notice, have access to the Subleased Premises twenty-four (24) hours a day, seven (7) days a week or as otherwise provided for in the Prime Lease, provided, however, Sublessee’s employees shall be required to show proper identification reasonably required by Sublessor right and privilege to enter the Subleased PremisesPremises for the purpose of inspecting the same, to ensure compliance by Tenant with all of the provisions set forth in this Lease, or for the purpose of showing the same to prospective purchasers or Mortgagees thereof. Sublessor Landlord shall also have the right and privilege at all times during the Term to post notices of non‑responsibility for work performed by or on behalf of Tenant and, during the last one (1) year of the Term, Landlord shall have the right and privilege to enter the Premises at reasonable times upon reasonable notice during business hours for the purpose of exhibiting the same to prospective new tenants. Notwithstanding the foregoing, Landlord will not access patient or medical information which is protected from such access by Federal or State privacy laws, including the Health Insurance Portability and Accountability Act (“HIPAA”) and the Health Information Technology for Economic and Clinical Health Act and the regulations promulgated thereunder, as amended, and Landlord will respect patient’s rights to privacy of their own rooms and possessions. Section 17.2 Landlord shall at all times during the Term, upon giving Tenant reasonable prior written notice, have the right to enter the Premises or any part thereof for the purpose of performing such Work thereon as Landlord deems reasonably necessary or advisable following the failure of Tenant to perform such Work required to be performed by Tenant under this Lease after notice of an Event of Default and passage of any applicable cure periods, which Work must be supported by an engineering report from an engineer reasonably agreed to by both Landlord and Tenant, but such right of access shall not be construed as obligating Landlord to perform any Work on the Premises or as obligating Landlord to make any inspection or examination of the Buildings. Tenant shall pay to Landlord, on demand, as Supplementary Rent hereunder, all amounts reasonably expended by Landlord pursuant to this Section 17.2, which amounts shall bear interest at the Default Rate until paid. In the event of an emergency, Landlord shall have the right to enter upon or obtain access to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case of an emergency, in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Subleasethereof.

Access. Sublessee (A) Subject to the terms of this Lease, Tenant, during the Term, shall have access to the Subleased Premises at all times, twenty-four (24) hours a per day, seven every day of the year. (7B) days a week or as otherwise provided for in Subject to the Prime Leaseterms of this Section 9.1(B), provided, however, SublesseeLandlord and Landlord’s employees shall be required to show proper identification reasonably required by Sublessor to designees may enter the Subleased Premises. Sublessor shall have Premises and the right to enter upon or obtain access to the Subleased Premises or any part thereof without charge Terrace Area at all reasonable times upon reasonable prior notice to Tenant (except in which notice may be given by e-mail to the case person employed by Tenant with whom Landlord’s representative ordinarily discusses matters relating to the Premises) with a representative of an emergency, in which case no notice will be requiredTenant present (if one is made available) to inspect (i) examine the Subleased Premises, or (ii) show the Premises to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time prospective tenants during the last six twelve (612) months of the then current Term Term, (iii) show the Premises to prospective purchasers or master lessees of this Sublease and Landlord’s interest in the Real Property, (iv) show the Premises to Mortgagees or Lessors (or prospective Mortgagees or Lessors), (v) gain access to Reserved Areas, or (vi) make any and all such changesrepairs, alterations, revisionsimprovements, additions and tenant and other improvements or restorations that (I) Landlord is required to make pursuant to the terms of this Lease (including, without limitation, Landlord’s Work), or (II) are reasonably necessary in connection with the maintenance, repair, or about operation of the Subleased Real Property (Landlord’s entry upon the Premises to perform such repairs, alterations, improvements, additions or restorations being referred to herein as a “Work Access”). Landlord shall not be required to give Tenant advance notice of the entry by Landlord or Landlord’s designees into the Premises as Sublessor contemplated by this Section 9.1(B) to the extent necessary by reason of the occurrence of an emergency (with the understanding, however, that Landlord shall electgive Tenant notice of such emergency access as promptly as reasonably practicable thereafter). Landlord, all without in connection with a Work Access, shall have the right to bring into the Premises, and store in a confined area of the Premises in a reasonable manner for the duration of the Work Access, the materials and tools that Landlord reasonably requires to perform the applicable repair, alteration, improvement, addition or restoration. Landlord shall have no liability to Tenant for any loss sustained by Tenant by reason of Landlord’s entry upon the Premises; provided, however, that (w) nothing contained in this Section 9.1(B) diminishes Landlord’s obligation to repair the Premises (to the extent that the necessity for such repair derives from a Work Access) as provided in Section 8.1 hereof, (x) subject to Section 14.3 hereof, Landlord shall remain liable to Tenant for personal injury or property damage that derives from Landlord’s negligence or willful misconduct (or that of its employees, agents or contractors that are acting within the scope of their employment) in connection with any such entry upon the Premises, (y) nothing contained in this Section 9.1(B) limits Tenant’s rights to an abatement of any Rental after a fire or other casualty as provided herein, and (z) nothing contained in this Section 9.1(B) limits Tenant’s rights to an abatement of the Rent otherwise to be paid by Sublessee under this SubleaseRental as provided in Section 10.3 hereof.

Access. Sublessee shall have Landlord reserves (for itself and its Agents, consultants, contractors and any third parties Landlord deems to reasonably require access) the right to enter the Premises at all reasonable times and, except in cases of emergency, after giving Tenant reasonable notice, to inspect the Premises; to supply any service to be provided by Landlord hereunder; to show the Premises to prospective purchasers or mortgagees; to show the Premises to prospective tenants during the last year of the Term; to post notices’ of nonresponsibility; and to perform it obligations and exercise its rights under the Conservation Easement (as defined in Section 16.3). In addition to the foregoing, Landlord reserves (for itself and its Agents, consultants, contractors and any third parties Landlord deems to reasonably require access) the right to enter the Premises at all reasonable times and, except in cases of emergency, after giving Tenant reasonable notice, to perform any environmental testing, monitoring, cleanup, remediation, containment or restoration work, and may for that purposes erect, use and maintain necessary structures and equipment in the Premises where reasonably required by the character of the work to be performed. Without limiting the foregoing, Tenant agrees and acknowledges that Landlord has entered into that certain Access Agreement with Hewlett-Packard Company dated as of November 15, 2007, a copy of which is attached as Exhibit E (the “H-P Access Agreement”), pursuant to which H-P has the right of access to the Subleased Premises twenty-four (24) hours a dayas set forth therein. Tenant hereby waives any claim for damages for any injury or inconvenience to or interference with Tenant’s business, seven (7) days a week any loss of occupancy or as otherwise provided for quiet enjoyment of the Premises or any other loss occasioned thereby, except to the extent caused by the gross negligence or willful misconduct of Landlord in the Prime Lease, provided, however, Sublesseeexercise of its rights and provided that Landlord shall use reasonable efforts not to materially adversely affect Tenant’s employees shall be required to show proper identification reasonably required by Sublessor to enter use of the Subleased Premises. Sublessor All locks for all of the doors in, upon and about the Premises, excluding Tenant’s vaults and safes or special security areas (designated in advance in writing by Tenant) shall at all times be keyed to a master system and Landlord shall at all times have and retain a key with which to unlock all of said doors. Landlord shall have the right to enter upon use any and all means that Landlord may deem necessary or proper to open said doors in an emergency in order to obtain access entry to any portion of the Premises, and any such entry to the Subleased Premises or portions thereof obtained by Landlord by any of said means, or otherwise, shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an eviction, actual or constructive, of Tenant from the Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case of an emergency, in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Subleaseportion thereof.

Access. Sublessee Prior to the Closing and upon reasonable notice from KIAC, Sellers shall have afford to the officers, attorneys, accountants or other authorized representatives of KIAC reasonable access during normal business hours to the employees of each Seller, the Purchased Assets, the Consigned Inventory, the Miramar Facility and the other facilities of any Seller and the books and records of any Seller relating to the Purchased Assets, the Consigned Inventory then owned and in the possession or custody of, and/or operated by, any Seller and the Miramar Facility so as to afford KIAC full opportunity to make such review, examination and investigation of the Purchased Assets, Consigned Inventory and the Miramar Facility as KIAC determines to be reasonably necessary in connection with the consummation of the transactions contemplated hereby. KIAC shall be permitted to make extracts from or to make copies of such books and records as may be reasonably necessary in connection therewith. Prior to the Closing, Seller shall promptly furnish KIAC with access to the Subleased Premises twenty-four (24) hours a daysuch maintenance records, seven (7) days a week or as otherwise provided for operating data and other information then owned and in the Prime Leasepossession or custody of, and/or operated by, any Seller as KIAC may reasonably request. Each Seller shall promptly deliver to KIAC copies of all pleadings, motions, notices, statements, schedules, applications, reports and other papers filed by such Seller in its Chapter 11 Case; provided, however, Sublessee’s employees that KIAC and/or its counsel shall enter an appearance in each Chapter 11 Case and no Seller shall be required to show proper identification deliver to KIAC any document or material received by KIAC or its counsel as a result of any such entry. Each Seller shall promptly provide to KIAC all documents and materials relating to any proposed sale, of the Purchased Assets, Consigned Inventory or Assumed Contracts or any portion thereof, including, without limitation, with respect to competing bids, and otherwise cooperate with KIAC, to the extent reasonably necessary in connection with KIAC's preparation for or participation in any part of any Chapter 11 Case in which KIAC's participation is necessary, required or reasonably appropriate. Each Seller shall promptly deliver to KIAC all pleadings, motions, notices, statements, schedules, applications, reports and other papers filed in any other judicial or administrative proceeding as KIAC may reasonably request. In addition, each Seller shall consult with KIAC with respect to any written or oral communication concerning, in whole or in part, the transactions contemplated by Sublessor to enter this Agreement. Without limiting the Subleased Premises. Sublessor generality of this Section 9.1 hereof, if requested by KIAC, each Seller shall have the right to enter upon or obtain provide access to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in Purchased Assets, the case Consigned Inventory and the Miramar Facility to KIAC and its representatives and agents for purposes of an emergencyconducting nonintrusive environmental assessments, in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Subleaseincluding Phase I analyses.

Access. Sublessee shall have access Landlord and any Fee Mortgagee and any lessor under any ground or underlying lease, and their respective representatives, may enter the Premises at all times, upon reasonable advance notice to Tenant, for the purposes of (a) responding to emergency situations, (b) inspection, (c) making Repairs, replacements or improvements in or to the Subleased Premises twenty-four or the Building or equipment, (24d) hours a day, seven (7) days a week performing other obligations of Landlord or as otherwise provided for in the Prime Tenant pursuant to this Lease, provided(e) complying with any Legal Requirements, (f) exercising any right reserved to Landlord by this Lease (including the right during the progress of any such Repairs, replacements or improvements or while performing work and furnishing materials in connection with the compliance with any such Legal Requirements to keep and store within the Premises all necessary materials, tools and equipment) or (g) during the period commencing twelve (12) months prior to the end of the Term, for the purpose of exhibiting same to prospective tenants. Nothing herein contained, however, Sublessee’s employees shall be required deemed to show proper identification reasonably required by Sublessor to enter impose upon Landlord or any Fee Mortgagee or lessor, any obligation or liability whatsoever for the Subleased Premises. Sublessor shall have care, supervision or repair of the right to enter upon or obtain access to the Subleased Premises or Building or any part parts thereof without charge at all reasonable times upon reasonable prior notice (except in the case of an emergency, in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefromother than as herein provided. If Sublessee a representative of Tenant shall have vacated not be personally present to open and permit an entry into the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during when an entry shall be reasonably necessary or permissible hereunder, Landlord or its agents may enter by a master key or may, in case of emergency, forcibly enter without rendering Landlord or its agents liable therefor. Without incurring any liability to Tenant, Landlord may permit access to the last six Premises, whether or not Tenant shall be present, upon demand of any receiver, trustee, assignee for the benefit of creditors, sheriff, marshal or court officer entitled to, or reasonably purporting to be entitled to, such access for the purpose of taking possession of, or removing, Tenant's property or for any other lawful purpose (6) months but this provision and any action by Landlord hereunder shall not be deemed a recognition by Landlord that the person or official making such demand has any right or interest in or to this Lease, or in or to the Premises), or upon demand of any representative of the then current Term fire, police, building, sanitation or other department of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this SubleaseGovernmental Authorities.

Access. Sublessee The Borrower shall have permit each Agent, each Senior Lender and each PRI Insurer (or its respective designee) access to the Subleased Premises twenty-four (24) hours a daybooks and records of the Borrower, seven (7) days a week or as otherwise provided for in the Prime Lease, provided, however, Sublessee’s employees shall be required to show proper identification reasonably required by Sublessor to enter the Subleased Premises. Sublessor shall have the right to enter upon or obtain access to the Subleased Premises or any part thereof without charge at all reasonable times Project sites and to the officers and managerial personnel of the Borrower and to the Borrower’s independent accountants to discuss the business affairs of the Project as often as the Agents may reasonably request, in each case, upon reasonable prior notice to the Borrower and (except a) during normal business hours, (b) in a manner that does not unreasonably disrupt the case of an emergency, in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any operation of the rights Project, (c) subject to the confidentiality provisions set forth in Section 15.07, and (d) subject to applicable health and safety laws and regulations and policies adopted by the Borrower. If no Default or obligations Event of Sublessor under Default has occurred and is continuing, (i) the Prime Lease Independent Engineer shall visit the Project site once every three (3) months prior to Completion and shall make annual visits to the Project site after Completion, and the associated reasonable and documented fees and out-of-pocket expenses of such site visits shall be for the account of the Borrower, (ii) the Social Consultant shall visit the Project site quarterly prior to Completion and shall make annual visits to the Project site after Completion to monitor the Borrower’s compliance with the SDCR Report, and the associated reasonable and documented fees and out-of-pocket expenses of such site visits shall be for the account of the Borrower and (iii) any Agent, Senior Lender or this Sublease. At any time during PRI Insurer (or its respective designee) may accompany the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, Independent Engineer or the Prime LeaseSocial Consultant on such site visits at the expense of such Agent, Senior Lender or PRI Insurer. Prior to Completion, the Independent Engineer shall be entitled to make an unlimited number of site visits pursuant to the protocol set forth in Appendix B to the Completion Agreement, and correct the same after providing written notice, without being deemed Social Consultant shall be entitled to make additional site visits as the Social Consultant shall deem necessary in any manner guilty its professional opinion and in consultation with the Independent Engineer. The Independent Engineer and representatives of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption Senior Lenders shall be entitled to make an unlimited number of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises site visits at any time during when a Default or Event of Default has occurred and is continuing, and in each case the last six (6) months associated reasonable and documented fees and out-of-pocket expenses in connection with such visits shall be for the account of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this SubleaseBorrower.

Access. Sublessee shall have Tenant’s officers and employees or those having business with Tenant may be required to identify themselves or show passes in order to gain access to the Subleased Premises twenty-four Building. Landlord shall have no liability for permitting or refusing to permit access by anyone. IN ALL EVENTS, LANDLORD SHALL NOT BE LIABLE TO TENANT, AND TENANT HEREBY WAIVES ANY CLAIM AGAINST LANDLORD, FOR (24I) hours a dayANY UNAUTHORIZED OR CRIMINAL ENTRY OF THIRD PARTIES INTO THE PRESMISES OR THE BUILDING, seven (7II) days a week ANY DAMAGE TO PERSONS, OR (III) ANY LOSS OF PROPERTY IN OR ABOUT THE PREMISES OR THE BUILDING, BY OR FROM ANY UNATHORIZED OR CRIMINAL ACTS OF THIRD PARTIES, REGARDLESS OF ANY ACTION, INACTION, FAILUIRE, BREAKDOWN, MALFUNCTION AND/OR INSUFFICIENCY OF THE ACCESS CONTROL PROVIDED BY LANDLORD, IF ANY. Landlord may regulate access to any Building elevators and may (but shall have no obligation) adopt security measures regarding the Building as Landlord, in its sole and absolute discretion, deems appropriate. In addition, Landlord may, in Landlord’s sole and absolute discretion, modify the type or as otherwise amount of security measures provided for in the Prime Lease, provided, however, Sublessee’s employees shall be required to show proper identification reasonably required by Sublessor to enter the Subleased Premisesat any time without notice. Sublessor Landlord shall have the right to enter upon the Premises at any time by passkey or obtain access otherwise to determine Tenant’s compliance with this Lease, to perform necessary services, maintenance and repairs or alterations to the Subleased Building or the Premises, to post notices of non-responsibility, or to show the Premises to any prospective tenant or purchasers. Except in case of emergency, such entry shall be at such times and in such manner as to minimize interference with the reasonable business use of the Premises by Tenant. Tenant acknowledges that it has neither received nor relied upon any representation or warranty made by or on behalf of Landlord with respect to the safety or security of the Premises or the Building or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case of an emergency, in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Leaseextent or effectiveness of any security measures or procedures now or hereafter provided by Landlord, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, further acknowledges that Tenant has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and made its own independent determination with respect to all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Subleasematters.

Access. Sublessee Tenant shall have provide for and permit access, at no cost to Landlord, as Landlord and its employees, agents, and contractors may require to each of the Properties under Schedule 2, Schedule 3 and Exhibit C, as is required for Landlord to meet all environmental obligations for Remediation of Contamination or for UST Upgrades. Such access shall include the right to conduct such tests, take such groundwater or soil samples, excavate, remove, dispose of, and treat the soil and groundwater, and undertake such other actions as are necessary in the sole judgment of Landlord. Landlord shall expeditiously remove from the applicable Property as soon as reasonably practicable or as required by Environmental Law all drums containing drill cuttings, soil, debris or liquids generated from Landlord's Remediation or investigation activities. Landlord shall restore the surface and existing structures, if any, on the applicable Premises to a condition substantially similar to that at the time immediately prior to the Subleased Premises twenty-four (24) hours action taken by Landlord and shall replace or repair damage to Tenant's equipment and personal property on such Property caused by Landlord or its contractors. Landlord shall, to the extent practical, undertake the actions necessary to complete its Remediation of Contamination in a day, seven (7) days a week or as otherwise provided for in manner that will not unreasonably disrupt the Prime Lease, providedoperations of Tenant on the applicable Property. In no event, however, Sublessee’s employees shall Landlord have liability to anyone, including Tenant, for business disruption, lost profits, or consequential damages arising from such actions or access. Landlord or its contractors shall provide Tenant as much advance notice as possible of all potentially disruptive or intrusive activities to be taken on any of the applicable Properties. Such notice may be in the form of a periodic schedule of activities. No advance notice shall be required for non-disruptive activities, such as periodic monitoring of wellx. Xxndlord and Tenant agree to show proper identification reasonably required by Sublessor cooperate on the placement and the location of Landlord's Remediation equipment. Any cost or expense to enter the Subleased Premises. Sublessor shall have the right to enter upon or obtain access to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case of an emergency, in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Subleasemonitoring and Remediation equipment resulting from the acts or omissions of Tenant or Subtenant or their respective employees, or agents, licensees, invitees, Subtenants and contractors shall be the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty responsibility of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this SubleaseTenant.

Access. Sublessee shall have (a) Between the date of this Option Agreement and the Closing Date, Sellers will, and will cause each Casablanca Subsidiary to, afford to the authorized representatives and agents of the Buyer free and reasonable access to and the Subleased Premises twenty-four (24) hours a dayright to inspect the assets, seven (7) days a week properties, books and records thereof and their respective Affiliates to the extent related to any Casablanca Subsidiary or any Casablanca Property, and will furnish, or cause to be furnished to, the Buyer such additional financial and operating data and other information regarding the same as otherwise provided the Buyer may from time to time reasonably request and is available to Sellers or any Casablanca Subsidiary. Sellers will, and will cause each Casablanca Subsidiary to, make reasonably available for conference any of their respective officers and employees and will attempt to make available their respective agents vendors or suppliers who are involved in the Prime business conducted at any Casablanca Property as reasonably requested by the Buyer and will supply, or cause to be supplied, to the Buyer all other information that the Buyer deems necessary to review the Casablanca Property as is available to Sellers or any Casablanca Subsidiary. The Buyer and the Buyer’s agents, representatives and designees will also have the continuing right until the Closing to enter in and upon the Casablanca Properties to inspect, examine, survey and make any borings, soil bearing tests, monitoring xxxxx, or other physical tests and any other engineering, structural, building system, environmental, architectural or landscaping test, drawings, investigations, analyses or surveys which the Buyer deems necessary or appropriate, subject to the prior written approval of Seller, which approval shall not be unreasonably withheld. Any access pursuant to this Section 6.2 (a) shall be subject to the terms of the applicable Property Lease. (b) The Buyer will cooperate with Sellers to conduct the inspections, examinations, surveys, tests, drawings, investigations, analyses, surveys, reviews and interviews contemplated in this Section 6.2 in such a manner as to cause as little disruption to the business conducted at the Casablanca Properties as possible, and the Buyer will indemnify, defend and save the Sellers harmless from any Damages incurred by the Sellers to the extent such Damages are caused by Buyer’s or its employees’, contractors’ or representatives’ negligence in the performance of such inspections, examinations, surveys, analyses, tests, drawings, investigations, surveys, reviews and interviews; provided, however, Sublessee’s employees that in no event shall the Buyer be required to show proper identification reasonably required by Sublessor to enter the Subleased Premises. Sublessor shall have the right to enter upon or obtain access to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case of an emergency, in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability liable for any damage or interruption Damages based solely on its discovery of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Subleasepre-existing conditions.

Access. Sublessee shall have access to From and after the Subleased Premises twenty-four Effective Date through the Closing, (24i) hours a dayBuyer, seven (7) days a week personally or as otherwise provided for in the Prime Leasethrough its authorized agent or representatives, provided, however, Sublessee’s employees shall be required entitled, upon reasonable advance notice to show proper identification reasonably required by Sublessor Seller, to enter upon the Subleased Premises. Sublessor Property during normal business hours and shall have the right to enter upon make such investigations, including appraisals, tenant interviews (provided that Landlord shall have the right to have a Landlord representative present for all tenant interviews, and such interviews will be scheduled accordingly), interviews of government officials, engineering studies, soil tests, environmental studies and underwriting analyses, as Buyer deems necessary or obtain access advisable, and (ii) Seller shall, at Seller’s expense, turn on, run, and maintain, without any interruption in service, electrical power and all utilities to the Subleased Premises or any part thereof Property (including, without charge at all reasonable times upon reasonable prior notice (except in the case of an emergencylimitation, in which case no notice will be requiredplumbing, heating and air conditioning systems) to inspect facilitate Buyer’s testing and investigations thereof. Buyer shall have the Subleased Premisesright, at Buyer’s sole cost and expense, to conduct a Phase I environmental site assessment, and, if recommended, a Phase II environmental site assessment (including soils borings, soil sampling and, if relevant, ground water testing, and invasive sampling of building materials with respect to the Property). Buyer hereby agrees to indemnify and hold Seller harmless from any RP / DP Initials physical damages or injury to otherwise exercise persons or perform any property arising out of inspections and investigations by Buyer or its agents or independent contractors, but in no event shall the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term indemnity of this SubleaseSection include the discovery of pre-existing conditions disclosed by Buyer’s investigations. Buyer agrees to promptly repair any damage caused in connection with Buyer’s inspection to the conditions existing prior to such investigations. The indemnification and restoration obligation shall survive the termination of this Agreement. All contractors performing investigations on the Property under Buyer shall be licensed, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into shall carry workers’ compensation insurance and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a shall carry commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty limits of trespass, eviction or forcible entry and detainer and without incurring any general liability for any damage or interruption insurance of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises less than $1,000,000 per occurrence naming Seller as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Subleaseadditional insured.

Access. Sublessee Tenant shall have give Landlord, its agents and employees, ------ access to the Subleased Demised Premises twenty-at all reasonable times upon at least twenty four (24) hours a daynotice, seven (7) days a week or as otherwise provided for in the Prime Lease, provided, however, Sublessee’s employees shall be required to show proper identification reasonably required by Sublessor to enter the Subleased Premises. Sublessor shall have the right to enter upon or obtain access to the Subleased Premises or and at any part thereof without charge at all reasonable times upon reasonable prior notice (except time in the case of an emergency, in which case no notice will be requiredwithout charge or diminution of rent, to enable Landlord (i) to inspect examine the Subleased Premisessame and to make such repairs, additions and alterations as Landlord may be permitted to make hereunder or to otherwise exercise or perform any as Landlord may deem advisable for the preservation of the rights integrity, safety and good order of the Building or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times part thereof; and (ii) upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into to show the Demised Premises to prospective mortgagees and purchasers and to prospective tenants. If representatives of Tenant shall not be present on the Demised Premises to permit entry upon the Subleased Demised Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintainby Landlord or its agents or employees, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during when such entry by Landlord is necessary or permitted hereunder, Landlord may enter the last six Demised Premises by means of a master key (6or, in the event of any emergency, forcibly) months without any liability whatsoever to Tenant (except for property damage caused by Landlord's negligence and provided Tenant is unable to collect for such damage from Tenant's insurance carrier) and without such entry constituting an eviction of the then current Term Tenant or termination of this Sublease and make Lease. Landlord shall not be liable by reason of any and all such changesinjury to or interference with Tenant or Tenant's business arising from the making of any repairs, alterations, revisions, additions and tenant and other or improvements in or about to the Subleased Demised Premises as Sublessor or the Building or to any appurtenance or any equipment therein. Landlord shall elect, all without any abatement of any of cooperate with Tenant not to interfere unreasonably with Tenant's business during such entry and shall not store material or equipment within the Rent otherwise to be paid by Sublessee under this SubleaseDemised Premises.

Access. Sublessee Owner shall grant certain of Tenant’s employees the non-exclusive use of the bicycle rack (the “Designated Bicycle Rack”) located in the bike room (the “Bike Room”) of the Building (which bike room is more particularly described by shading on Exhibit B annexed thereto) subject to the following terms and conditions: a) Tenant’s employees that desire to access the Bike Room for the daily parking of a bicycle shall each execute a copy of the Employee Bicycle Registration and Access Agreement (the “Employee Registration”) annexed hereto as Exhibit A. Each of Tenant’s employees that execute an Employee Registration shall be referred to herein individually as an “Employee” or collectively as “Employees”. Each Employee Registration shall also be executed by Tenant’s Director of Human Resources or such other executive who may confirm such Employee’s employment by Tenant at the Premises. Tenant shall deliver executed Employee Registrations to Owner and Landlord via e-mail to xxxxxxxxxxx@xxxxx.xxx. No Employee shall be permitted access to the Bike Room unless and until Owner and Landlord have received the Employee Registration for such Employee. In no event shall Owner and/or Landlord be required to provide bicycle parking for anyone other than Employees of Tenant. b) Upon receipt of an Employee Registration, Owner may issue to such Employee a(n) (i) identification card (“ID Card”), (ii) Kastle key card (or similar device) (“Key Card”), and/or (iii) identification tag (“ID Tag”) to be attached to such Employee’s Bicycle. Owner may restrict or prohibit any Employee’s access to the Bike Room for (i) failure to present the ID Card along with a valid government issued form of identification and/or (ii) failure to attach the ID Tag to Employee’s Bicycle while such bicycle is in the Bike Room. Further, Owner may require Employee to access the Bike Room by means of a Key Card. c) Each Employee shall have access to the Subleased Premises twenty-four Bike Room subject to the terms and conditions of this Agreement and the Employee Registration on the third (243rd) hours business day following Owner’s and Landlord’s receipt of a dayfully executed Employee Registration from Tenant and such access shall continue until the earlier to occur of (i) Employee’s termination of employment with Tenant, seven (7ii) days a week the date Employee’s permanent and primary office is no longer located at the Premises, (iii) such time as Landlord is no longer required to provide Tenant or as otherwise provided for its employees with bicycle parking in the Prime LeaseBuilding, providedor (iv) Owner’s and/or Landlord termination of this Agreement as set forth below (the “Expiration Date”), howeverall on the covenants, Sublesseeconditions and agreements hereinbefore and hereinafter stated. Upon the Expiration Date (or earlier termination of this Agreement), this Agreement and all Employee Registrations shall end fully and completely, except to the extent certain provisions survive the expiration or earlier termination of the term of this Agreement and the Employee Registrations. d) Only Employees of Tenant that have permanent and primary offices at the Premises shall have access to the Bike Room. Each submission of an Employee Registration by Tenant shall be deemed a representation and warranty by Tenant to both Owner and Landlord that (i) such Employee is a current employee of Tenant that (x) has a direct employee/employer relationship with Tenant and (y) has a permanent and primary office at the Premises and (ii) such Employee is not an independent contractor, desk licensee, subtenant or other occupant of the Premises or agent of Tenant (collectively, the “Employment Representation”). e) Tenant shall immediately notify Owner and Landlord in the event any Employment Representation is no longer true with respect to an Employee. f) Notwithstanding anything to the contrary contained in this Agreement, Tenant acknowledges and agrees that it has no rights to access or park bicycles in the Bike Room pursuant to this Agreement, and any such rights shall be governed by a separate Employee Registration, if any. g) This Agreement shall not constitute a license or a lease. Tenant hereby acknowledges that Tenant, and Tenant’s employees Employees, do not possess any rights as a licensee or tenant to the Bike Room or the Designated Bicycle Rack. This Agreement and the rights of Tenant and Tenant’s Employees shall not be deemed to be or construed as a month-to-month tenancy or license or any other type of tenancy or license, and Tenant hereby waives any and all notices which would otherwise be required to show proper identification reasonably required be given by Sublessor a landlord to enter a tenant to terminate a tenancy or license. h) If requested by Landlord, prior to any Employee entering the Subleased PremisesBike Room, Tenant shall deliver to Owner and Landlord a certificate of insurance with the addition to such certificate of insurance of (i) the Bike Room as an insured premises thereunder and (ii) Owner, its managing agent, and all other senior holders designated by Owner as additional insureds (a current listing of the parties described in this subparagraph (ii) is set forth on Exhibit C annexed hereto and made part hereof). Sublessor Tenant shall have keep and maintain such insurance coverage at all times during the right term of this Agreement, at its own cost and expense, to enter upon or obtain protect Owner, Landlord and their respective agents, superior lessors, superior mortgagees, Tenant and its Employees as insureds. i) The sole permissible use of the Bike Room pursuant to this Agreement is for the daily parking by an Employee. No Employee shall be permitted to park a bicycle in the Bike Room overnight. Any attempt to exercise this Agreement for any other purpose shall render this Agreement immediately null and void. j) This Agreement, and the access granted to Tenant’s Employees hereunder, is not intended to be a bailment, nor shall a bailment be created hereby. k) All pronouns and any variations thereof shall be deemed to refer to the Subleased Premises masculine, feminine, neuter, singular or any part thereof without charge at all reasonable times upon reasonable prior notice (except in plural as the case of an emergency, in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any identity of the rights person or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor persons may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Subleaserequire.

Access. Sublessee (a) From and after the date hereof and up to and including May 31, 2014 (or earlier termination of this Agreement) but subject to the other provisions of this Section 10.1 and obtaining any consents of Third Parties, including Third Party operators of the RTP Assets (which consents Seller shall have use commercially reasonable efforts to obtain), Seller shall afford to Buyer’s Representatives reasonable access to and the Subleased Premises twentyright to copy the Records in Seller’s possession, during normal business hours, for the purpose of conducting a review of the RTP Assets and for transition planning purposes, but only to the extent that Seller may do so without violating applicable Laws or any existing contractual obligations to any Third Party Person. Seller shall use reasonable efforts to obtain permission for Buyer to gain access to Third Party-four (24) hours a day, seven (7) days a week operated RTP Assets to inspect the condition of same. All investigations and due diligence conducted by Buyer or as otherwise provided for in the Prime Lease, provided, however, Sublesseeany Buyer’s employees Representative shall be required conducted at Buyer’s sole cost, risk and expense and any conclusions made from any examination done by Buyer or any Buyer’s Representative shall result from Buyer’s own independent review and judgment. For purposes of clarity, the Parties acknowledge and agree that the Site Access, Release and Indemnification Agreement dated April 3, 2014 between Buyer and Seller is terminated as of the date of this Agreement and is of no further force and effect. (b) Buyer shall be entitled to show proper identification reasonably required by Sublessor conduct a Phase I environmental property assessment with respect to enter the Subleased PremisesRTP Assets from and after the date hereof and up to and including May 31, 2014 (or earlier termination of this Agreement). Sublessor Seller or its designee shall have the right to enter upon or obtain access accompany Buyer and Buyer’s Representatives whenever they are on site on the RTP Assets and also to collect split test samples if any are collected. Notwithstanding anything herein to the Subleased Premises contrary, Buyer shall not have access to, and shall not be permitted to conduct, any environmental due diligence (including any Phase I environmental property assessments) with respect to any RTP Assets where Seller does not have the authority to grant access for such due diligence (provided, however, Seller shall use its commercially reasonable efforts to obtain permission from any Third Party to allow Buyer and Buyer’s Representatives such access). (c) Before conducting any sampling, boring, drilling or any part thereof without charge at all reasonable times upon reasonable prior notice other invasive investigation activities (except in the case of an emergency, in which case no notice will be required“Invasive Activities”) on or with respect to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights RTP Assets, Buyer shall (i) furnish Seller with a written description of the proposed scope of the Invasive Activities to be conducted, including a description of the activities to be conducted, and a description of the approximate location and expected timing of such activities and (ii) obtain the prior written consent of Seller to undertake such Invasive Activities (such consent not to be unreasonably withheld or obligations delayed). If any of Sublessor under the Prime Lease proposed Invasive Activities may unreasonably interfere with normal operation of the RTP Assets, Seller may request an appropriate modification of the proposed Invasive Activities. Any Invasive Activities shall be conducted by a reputable environmental consulting or this Subleaseengineering firm, approved in advance by Seller (such approval not to be unreasonably withheld or delayed) and, once approved, such environmental consulting or engineering firm shall be deemed to be a “Buyer’s Representative.” Buyer shall obtain all permits necessary to conduct any approved Invasive Activities from any applicable Governmental Authorities; provided that, upon request, Seller shall provide Buyer with assistance (at no cost or Liability to Seller) as reasonably requested by Buyer that may be necessary to secure such permits. At any time during Seller shall have the Term of this Subleaseright, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s its option, enter into to split with Buyer any samples collected pursuant to approved Invasive Activities. (d) Buyer shall coordinate its environmental property assessments and upon physical inspections of the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time RTP Assets with Seller and all Third Party operators to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in minimize any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage inconvenience to or interruption of Sublessee’s the conduct of business resulting therefromby Seller or such Third Party operators. If Sublessee Buyer shall have vacated the Subleased Premisesabide by Seller’s, has not paid Rent and is in default beyond any applicable notice Third Party operator’s, safety rules, regulations and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months operating policies while conducting its due diligence evaluation of the then current Term RTP Assets, including any environmental or other inspection or assessment of this Sublease the RTP Assets. Buyer hereby defends, indemnifies and make holds harmless each of the operators of the RTP Assets and the Seller Indemnified Parties from and against any and all such changesLiabilities arising out of, alterationsresulting from or relating to any field visit, revisionsenvironmental property assessment, additions or other due diligence activity conducted by Buyer or any Buyer’s Representative with respect to the RTP Assets, EVEN IF SUCH LIABILITIES ARISE OUT OF OR RESULT FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY A MEMBER OF THE SELLER INDEMNIFIED PARTIES, EXCEPTING ONLY LIABILITIES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A MEMBER OF THE SELLER INDEMNIFIED PARTIES. (e) Buyer agrees to promptly provide Seller, but in no less than 5 days after receipt or creation, copies of all final environmental reports and tenant test results prepared by Buyer and/or any of Buyer’s Representatives which contain data collected or generated from Buyer’s due diligence with respect to the RTP Assets. Seller shall not be deemed by its receipt of said documents or otherwise to have made any representation or warranty, expressed, implied or statutory, as to the condition of the RTP Assets or to the accuracy of said documents or the information contained therein. (f) Upon completion of Buyer’s due diligence, Buyer shall at its sole cost and other improvements in or about the Subleased Premises as Sublessor shall elect, all expense and without any abatement cost or expense to Seller or its Affiliates, (i) repair all material damage done to the RTP Assets in connection with Buyer’s due diligence, (ii) restore the RTP Assets to the approximate same or better condition than they were prior to commencement of any Buyer’s due diligence to the extent such restoration is required as a result of actions taken by Buyer or its Representative and (iii) remove all equipment, tools or other property brought onto the Rent otherwise RTP Assets in connection with Buyer’s due diligence. Any disturbance to the RTP Assets (including the leasehold associated therewith) resulting from Buyer’s due diligence will be paid promptly corrected by Sublessee under this SubleaseBuyer.

Access. Sublessee Tenant shall have access to the Subleased Premises twenty-four (24) hours a day, seven (7) days a week or as otherwise provided for in the Prime Lease, provided, however, Sublessee’s employees shall be required to show proper identification reasonably required by Sublessor permit Landlord and Landlord's Agents to enter into the Subleased Premises. Sublessor shall have the right to enter upon or obtain access to the Subleased Premises or at any part thereof without charge time on at all reasonable times upon reasonable prior least two (2) Business Days' notice (except in the case of an emergency, in which case no notice will shall be required) ), for the purpose of inspecting the same or for the purpose of repairing, altering or improving the Premises or the Building. Nothing contained in this paragraph shall be deemed to inspect impose any obligation upon Landlord not expressly stated elsewhere in this Lease. When reasonably necessary, Landlord may temporarily close Building or Land entrances, Building doors or other facilities, without liability to Tenant by reason of such closure and without such action by Landlord being construed as an eviction of Tenant or as relieving Tenant from the Subleased Premises, duty of observing or to otherwise exercise or perform performing any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term provisions of this Sublease, at reasonable times upon Lease. Landlord shall have the right to enter the Premises for the purpose of showing the Premises to prospective tenants within the period of one-hundred twenty (120) Business Days prior reasonable notice, Sublessor may, at Sublessor’s option, enter into to the expiration or sooner termination of this Lease and upon to erect on the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible suitable sign indicating the Premises are available. Landlord shall exercise its foregoing rights under this Subleaseparagraph 4.8 so as not to unreasonably interfere with Tenant's use and occupancy of the Premises. Tenant shall give written notice to Landlord at least twenty (20) Business Days prior to vacating the Premises and shall arrange to meet with Landlord for a joint inspection of the Premises prior to vacating. In the event of Tenant's failure to give such notice or arrange such joint inspection, Landlord's inspection at or after Tenant's vacating the Premises shall be conclusively deemed correct for purposes of determining Tenant's responsibility for repairs and restoration. Landlord shall not be liable for the consequences of admitting by passkey, or refusing to admit to the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in Tenant or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of Tenant's Agents, or other persons claiming the Rent otherwise to be paid by Sublessee under this Subleaseright of admittance.

Access. Sublessee Each employee shall have reasonable access to personnel file for the Subleased Premises purpose of reviewing any evaluations or formal disciplinary notations contained therein, in the presence of the Director of Personnel or designate. employee has the right to request copies of any evaluations in this file." The following will appear in all collective agreements and will replace any provision dealing with clearing of record that existed in the collective agreement: "Any letter of reprimand, suspension or any other sanction will be removed from the record of an employeeeighteen (18) months following the receipt of such letter, suspension or other sanction provided that such employee's record has been discipline for one year." "A new employee will be considered on probation until he has completed forty-five (45) days of work (or hours of work for employees whose regular hours of work are other than the standard work day), within any twelve (12) calendar months. Upon completion of the probationary period he shall be credited with seniority equal to forty-five (45) days. With the written consent of the Hospital, the probationary employee and the President of the Union or designate, such probationary period may be extended. Any extensions agreed to will be in writing and will specify the length of the extension. The release or discharge of during the probationary period shall not be the subject of a grievance or arbitration." "Full-timeemployees will accumulate seniority on the basis of their continuous service in the bargaining unit fromthe last date of hire, except as otherwise provided herein. Part-time employees, including casual employees, will accumulate seniority on the basis of one (1) seniority for each hours worked in the bargaining unit as of the last date of hire, except as otherwise provided herein. Seniority will operate on a bargaining unit wide basis. Notwithstanding the above, employees hired prior to October will be credited with the seniority they held under the Agreement expiring September and will thereafter accumulate seniority in accordance with this Article." employee shall lose all seniority and service and shall be deemed to have terminated if resigns; is discharged and not reinstated through the procedure; is retired; is absent from scheduled work for a period of three (3) or more consecutive working days without notifying the Hospital of such absence and providing to the Hospital a .satisfactory reason; has been laid off for twenty-four (24) hours a day, months; if the employee has been laid off and fails to return to work within seven (7) calendar days after that employee has been notified by the Hospital through registered mail addressed to the last address on the records of the Hospital, subject to any special provisions regarding temporary vacancies noted under the heading of Layoff and Recall; is absent due to or disability for a week period of thirty (30) calendar months from the time the disability or as illness commenced." "Unless otherwise provided for in the Prime Lease, provided, however, Sublessee’s employees shall be required to show proper identification reasonably required by Sublessor to enter the Subleased Premises. Sublessor shall have the right to enter upon or obtain access to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case of an emergency, in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Sublease.Collective Agreement:

Access. Sublessee (i) Buyer and, if applicable, its designated representative (herein "Owner") will permit access to and entry upon the Refinery and other Purchased Assets to Seller and Seller's designated representatives (herein "Licensee") as necessary to conduct and complete Corrective Actions required pursuant to this Agreement. In the event of a subsequent sale, lease or other transfer of the Refinery and other Purchased Assets, Buyer shall require that Buyer's transferee agree to the access provisions of this Section 8. Such access shall, where necessary, include access to utility connections, easements for installation of treatment facilities and associated pipelines and utilities and connections and use of wastewater treatment facilities. Seller will pay Buyer a reasonable fee pursuant to Utilities and Services Agreements for such utility and treatment facility use and such access will be done in a manner so as not to unreasonably interfere with Buyer's business. Buyer will cooperate in good faith with Seller to ensure adequate and cost effective performance of Corrective Action, including, where appropriate, reasonable institutional controls including deed restrictions, in light of the property's use as an industrial facility, and not unreasonably impairing its value or use for those purposes. Buyer and Seller agree to negotiate in good faith an appropriate Right of Entry Agreement and Utilities and Services Agreement which would provide for any necessary terms and conditions, beyond those identified herein, under which such access and services will be provided; (ii) Except in the event of an emergency, Licensee shall provide Owner with at least five (5) business days notice prior to beginning any drilling, construction, and equipment installation, as well as other activity that may disrupt normal business operations on the Refinery or other Purchased Assets . Licensee's activities shall not cause undue disruption to Owner's business activities; (iii) Owner shall use its reasonable efforts not to unreasonably interfere with the Licensee while Licensee exercises its rights of ingress and egress to perform the Corrective Action. Licensee shall perform the Corrective Action in a manner which minimizes disruption to Owner's business activities and to the Refinery; (iv) Promptly upon completion of a Corrective Action, and except as the Corrective Action may require a change in the appearance or condition of a portion of the Property, Licensee shall restore the Refinery or other property to substantially the condition which existed immediately prior to the commencement of the Corrective Action; (v) Seller shall provide to Owner copies of final reports, drawings, maps, appropriate project, operating and maintenance files, correspondence with any governmental authority, and sampling data related to, or which result from, any actions on the Refinery or other Purchased Assets. Owner shall provide to Licensee copies of any correspondence with or between Owner and any applicable governmental authority which involves or relates to any matters described in this Agreement or which could reasonably impact Licensee's actions at the Refinery or other Purchased Assets. Upon Licensee's reasonable request, Owner shall provide Licensee with such non-privileged final reports, drawings, maps and appropriate project, operating and maintenance records as may be useful for Licensee to examine to determine whether operation of the Refinery or other Purchased Assets has changed after the Closing Date, and whether contamination is or may be the result of operations at the Refinery or other Purchased Assets on or after the Closing Date. Owner shall permit Licensee to examine and copy such financial records as may be useful in determining the reasonableness of expenditures for which Indemnity or reimbursement is claimed; (vi) Prior to and during a Corrective Action, Licensee shall take all steps which are reasonably necessary to prevent injury to persons or damage to property resulting from or in any way connected with the Corrective Action; (vii) Seller shall Indemnify the Owner against any Losses incurred by Owner, and any liens and encumbrances that may be filed or attach against the Refinery or any other Purchased Assets, in connection with actions that Licensee performs on the Refinery or any other Purchased Assets. No contractor, subcontractor, materialman, agent, officer, director or employee of the Licensee shall have access to the Subleased Premises twenty-four (24) hours a day, seven (7) days a week or as otherwise provided for in the Prime Lease, provided, however, Sublessee’s employees shall be required to show proper identification reasonably required by Sublessor to enter the Subleased Premises. Sublessor shall have the any right to enter upon a lien against the Refinery or obtain access to the Subleased Premises any other Purchased Assets or any part thereof without charge at for any work, labor or materials furnished to Licensee for the actions performed on the Refinery or any other Purchased Assets, unless otherwise mandated by applicable law; (viii) Buyer will pay any and all costs, claims, rents or charges which Seller may incur if reasonable times upon reasonable prior notice (except in access to the case of an emergency, in which case no notice will be required) to inspect the Subleased Premises, Refinery or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee other Purchased Assets is not acting within a commercially reasonable time granted in accordance with this Agreement; (ix) Owner agrees to maintain, repair or replace anything for which Sublessee is be responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability reimburse Licensee for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premisesloss that Owner, has not paid Rent and is in default beyond any applicable notice and cure periodits employees, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months agents, lessees, occupants of the then current Term Refinery or any other Purchased Assets, contractors, successors or assigns cause, whether sole, joint or concurrent, to any test or monitoring well, remediation equipment and/or associated piping, or any other property or equipment installed or otherwise used by Licensee; and (x) All equipment installed or used in the course of this Sublease Corrective Action shall remain the property of Licensee, and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any may be removed upon completion of the Rent otherwise to be paid by Sublessee under this SubleaseCorrective Action.

Access. Sublessee Tenant will permit Landlord and its agents to enter into and ------ upon the Premises at all reasonable times for the purposes of inspecting, cleaning, repairing, altering or improving the Premises or the Building. Landlord acknowledges that portions of the Premises may be subject to special security systems to protect confidentiality and the integrity of Tenant's business operations. Landlord shall provide Tenant with advance notice of its need to enter such areas except in cases of emergencies. Nothing contained in this Section shall be deemed to impose any obligation upon Landlord not expressly stated elsewhere in this Lease. Tenant and its employees shall have 24-hour, 7-day per week access to the Subleased Premises twenty-four (24) hours a dayPremises, seven (7) days a week or except as otherwise provided herein. Tenant acknowledges that access during non-normal business hours shall be via a restricted access system which requires a deposit by Tenant for in card keys. When reasonably necessary, Landlord may temporarily close entrances, doors, corridors, elevators or other facilities without liability to Tenant by reason of such closure and without such action by Landlord being construed as an eviction of Tenant or as relieving Tenant from the Prime duty of observing and performing any of the provisions of this Lease, providedprovided that during all such periods (other than during fire or life safety emergencies) Tenant, however, Sublessee’s its employees and invitees shall be required have reasonable access to show proper identification reasonably required by Sublessor to enter the Subleased Premises. Sublessor Landlord shall have the right to enter upon the Premises for the purpose of showing the Premises to prospective tenants within the period of 180 days prior to the expiration or obtain sooner termination of the Lease Term. Landlord shall not be liable for the consequences of admitting by pass key or refusing to admit to the Premises any person claiming the right of admittance. Landlord shall maintain an elevator key or key card system to allow Tenant and its employees to limit non- authorized access to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case of an emergency, in those floors which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this SubleaseTenant wholly leases.

Access. Sublessee 8.1 Licensor agrees that Licensee's authorized representatives shall have access to the Subleased Premises Rooftop Space and Equipment Room at all times, for the purposes of installing, maintaining, operating and repairing Licensee's Equipment and Licensor further agrees to give Licensee ingress and egress to the Building Communications Spaces during the term of this License, including non-exclusive use of an elevator. It is agreed, however, that only authorized engineers, employees or properly authorized contractors, subcontractors, and agents of Licensee, other authorized regulatory inspectors, or persons under their direct supervision and control will be permitted to enter the Building Communications Spaces, and only upon conditions set forth herein. Licensee further agrees to keep to a minimum the number of personnel visiting the Building and the frequency of the visits. 8.2 Except in the event of an emergency, Licensee agrees to give at least twenty-four (24) hours a day, seven (7) days a week or as otherwise provided for in the Prime Lease, provided, however, Sublessee’s employees shall be required written notice to show proper identification reasonably required by Sublessor Licensor of its intent to enter the Subleased PremisesBuilding Communications Spaces and the Rooftop Spaces. Sublessor At the time that such notice is given, Licensee shall inform Licensor of the names of the persons who will be accessing the Building Communications Spaces and the Rooftop Spaces, the reasons for entry, and the expected duration of the work to be performed. Licensee shall provide such information substantially in the form attached hereto as Exhibit G-7 whenever feasible. In the event of an emergency, Licensee shall give to Licensor as much advance notice as reasonably possible of its intent to enter the Building Communications Spaces and the Rooftop Spaces and, within twenty-four (24) hours following such entry, shall provide to Licensor a written report detailing the nature of such emergency, the corrective actions taken, and other such information as contained in Exhibit G-7. 8.3 Permission for all entries upon the Building Communications Spaces and the Rooftop Spaces (including entries for maintenance and/or installation) must be received from Licensor in writing and in advance, unless such entry is of an emergency nature and permission cannot be obtained in a timely fashion. In the case of any emergency, Licensee shall call the emergency pager number provided to Licensee by Licensor. Licensor shall not be obligated to provide elevator service during emergency situations and under emergency conditions, which emergency situations and conditions shall be reasonably determined by Licensor. 8.4 Licensor and its representatives shall have the right to enter upon or obtain access to the Subleased Premises or Equipment Room and Rooftop Spaces for any part thereof without charge at all reasonable times upon reasonable prior notice of the following purposes; provided, however, that (except in the case event of an emergency, in which case no ) Licensor shall give Licensee at least twenty-four (24) hours advance written notice will be requiredbefore entry and use reasonable efforts to minimize any interference with Licensee's operations or Licensee's Equipment: (i) to inspect maintain the Subleased PremisesEquipment Room, or Rooftop Spaces and the Building; (ii) to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Subleasemake inspections, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changesrepairs, alterations, revisionsimprovements or additions, additions and tenant and other improvements in or about to the Subleased Premises as Sublessor shall electEquipment Room and the Rooftop Spaces; (iii) to perform any acts related to the safety, all without any abatement of any protection, preservation, or improvement of the Rent otherwise to be paid by Sublessee under this SubleaseEquipment Room, the Rooftop Spaces or the Building; and (iv) for such other purposes as Licensor deems reasonably necessary.

Access. Sublessee shall have access to the Subleased Premises The Landlord, its authorized agents, employees, and contractors shall, with at least twenty-four (24) hours advance written notice and a dayrepresentative of the Tenant as an escort, seven (7) days a week or as otherwise provided for in the Prime Leasebe permitted, providedat any reasonable time during Business Hours, however, Sublessee’s employees shall be required to show proper identification reasonably required by Sublessor to enter the Subleased Premises. Sublessor shall have Premises (i) for the right to enter upon purpose of inspection, maintenance, or obtain access making repairs, to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice the Development or accessing utilities and providing services, (except in the case of an emergency, in which case no notice will be requiredii) to inspect exhibit the Subleased Premises, or Premises to otherwise exercise or perform any prospective purchasers of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into Development and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, mortgagees and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time (iii) during the last six (6) months of the Term, to exhibit the Premises to prospective tenants, provided, however, that Tenant, at the Tenant’s reasonable discretion, may restrict access to certain limited areas of the Premises for any visit pursuant to (ii) or (iii) hereinabove, provided further that to the extent such access has been limited and Landlord and its invitees continue to seek to have access to such areas, Landlord shall make a further written request, and Tenant shall provide access to the restricted areas within seventy-two (72) hours after receipt thereof. Furthermore, for any Landlord visit pursuant to (ii) or (iii) hereinabove, Tenant shall have the right to provide an escort with Landlord on any such visit. Notwithstanding anything hereinabove to the contrary, in the event of a threat, warning, or other circumstance causing reasonable and immediate concern to the Landlord regarding smoke, fire, water or sewer leaking or back-up, water intrusion, windstorm damage, flooding, sickness, death or any other circumstance which the Landlord objectively believes is an emergency, or likely to become an emergency, then current Term of this Sublease in such event(s), the Landlord, security personnel, fireman, fire marshals, emergency medical technicians and make any repairman or xxxxxxx (under the Landlords control and all such changes, alterations, revisions, additions and tenant and other improvements in or about supervision) shall have the Subleased right to access the Premises as Sublessor shall elect, all without any abatement requirement for advance notice to the Tenant or any requirement for an escort; limited, however, to such interval of any time as is reasonably necessary, under the circumstances, to remedy the emergency. The Landlord shall exercise its access rights with a minimum of interference with the Tenant’s use and enjoyment of the Rent otherwise Premises and after availing itself of the emergency access rights as provided hereinabove, the Landlord shall promptly inform Tenant, in writing of such access and any action taken by the Landlord in connection with such access. The Tenant acknowledges for itself and its authorized agents, employees and contractors that the access to be paid the Premises provided by Sublessee under this SubleaseSection 6.12 (including during any period in which Alterations or other modifications to the Premises are ongoing) and the exercise of such access rights is coincident with any construction activities, then the Tenant releases the Landlord and its members, officers, directors, employees, agents and contractors, from any claim, liability, loss or damage arising out of or related to such access to a site in which work is on-going and the Tenant assumes all risk associated with such access, except for the gross negligence or willful misconduct of the Landlord and its members, officers, directors, employees, agents or contractors. In that regard, the Tenant agrees to indemnify, defend and hold harmless the Landlord and its members, officers, directors, employees, agents and contractors in connection with any claim made against the Landlord arising out of the Tenant’s access to the Premises during such construction phase, except for the gross negligence or willful misconduct of the Landlord and its members, officers, directors, employees, agents or contractors.

Access. Sublessee shall have (a) Acquirer will cause each of the Compressco Entities, on and after the Closing Date, to afford promptly to Parent and its agents reasonable access to their properties, books, records, employees and auditors to the Subleased Premises twenty-four extent necessary to permit Parent to determine any matter relating to its rights and obligations hereunder or to any period ending on or before the Closing Date; provided that any such access shall only be granted to the extent Acquirer may do so without violating any agreement with any third party and to the extent Acquirer has the authority to grant such access without breaching any contractual (24whether written or oral) hours a day, seven (7) days a week restrictions or as otherwise Applicable Law binding on it or the Compressco Entities; provided for further that any such access by Parent shall not unreasonably interfere with the conduct of the business of Acquirer and shall be limited to the Acquirer’s and each of the Compressco Entities’ normal business hours. Acquirer shall hold in confidence all such information on the terms and subject to the conditions contained in the Prime LeaseConfidentiality Agreement. Notwithstanding the foregoing, provided, however, Sublessee’s employees (a) Acquirer shall not be required to show proper identification reasonably required provide access or disclose information where such access or disclosure would jeopardize the attorney-client privilege, (b) under no circumstance shall Parent or its agents be permitted to perform any invasive or intrusive environmental sampling or testing at the properties without the prior written consent of Acquirer, which consent can be withheld in its sole discretion (other than in relation to a claim for indemnification by Sublessor to enter the Subleased Premises. Sublessor shall have the right to enter upon or obtain access to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case of an emergencyAcquirer under this Agreement, in which case no notice will such consent shall not be requiredunreasonably withheld, conditioned or delayed; provided, that (i) to inspect Parent and its agents shall indemnify and hold harmless Acquirer and the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything Compressco Entities for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all Losses incurred by Acquirer and the Compressco Entities arising out of such changesenvironmental sampling or testing by Parent and its agents at the properties and (ii) Parent shall, alterationsand shall cause its agents to, revisionsobserve and comply with all health, additions safety and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any security requirements of the Rent otherwise Compressco Entities while on the properties), and (c) in the event of litigation, including arbitration, between them, the parties will abide by and be subject to be paid by Sublessee the discovery, evidentiary, and procedural rules of the governing jurisdiction. (b) In connection with the rights of access, examination and inspection granted to Parent under this SubleaseSection 5.02, other than in connection with fraud or the bad faith, gross negligence or willful misconduct of Acquirer, (i) PARENT WAIVES AND RELEASES ALL CLAIMS AGAINST THE ACQUIRER ENTITIES AND THE COMPRESSCO ENTITIES ARISING IN ANY WAY THEREFROM OR IN ANY WAY CONNECTED THEREWITH AND (ii) PARENT HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE ACQUIRER ENTITIES AND THE COMPRESSCO ENTITIES FROM AND AGAINST ANY AND ALL DAMAGES ATTRIBUTABLE TO PERSONAL INJURY, DEATH OR PHYSICAL PROPERTY DAMAGE, OR VIOLATION OF ANY ACQUIRER ENTITY’S OR COMPRESSCO ENTITY’S RULES, REGULATIONS, OR OPERATING POLICIES, ARISING OUT OF, RESULTING FROM OR RELATING TO ANY FIELD VISIT OR OTHER DUE DILIGENCE ACTIVITY CONDUCTED BY PARENT OR ITS AGENTS.

Access. Sublessee breach of this Lease and Lessor shall have access any one or more of the following described remedies in addition to all other rights and remedies provided at law or in equity; Then: (a) Lessor may terminate this Lease and the Subleased Premises twenty-four (24) hours a day, seven (7) days a week or as otherwise provided for in the Prime Lease, provided, however, Sublessee’s employees shall be required to show proper identification reasonably required by Sublessor to enter the Subleased Premises. Sublessor shall have the right to enter upon or obtain access to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case of an emergencyterm created hereby, in which case no notice will be required) event Lessor may forthwith repossess the apartment in accordance with law and Tenant agrees to inspect pay to Lessor damages in an amount equal to the Subleased Premises, or to otherwise exercise or perform any amount of the rights or obligations of Sublessor under the Prime rent provided in this Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee Tenant for the balance of the term as set forth in this Lease less the fair rental value of the apartment for said period, and in addition, any other sum of money and damages owed by Tenant or Lessor, or (b) Lessor may terminate Tenant’s right of possession and may repossess the apartment in accordance with law without further demand or notice of any kind to Tenant and without such entry and possession terminating this Lease or releasing Tenant in whole or in part from Tenant’s obligation to pay rent hereunder for the full term. Upon and after such entry into possession without termination of this lease, Lessor may relet the apartment as Tenant’s agent and may make repairs, alterations, and additions in or to the apartment and redecorate. Tenant shall on demand pay to Lessor damages and all Lessor’s expenses of reletting as set forth. If the consideration collected by Lessor from any such reletting for Tenant’s account is not sufficient to pay the amount provided in the Lease to be paid monthly by Tenant together with all such expenses, Tenant shall pay to lessor, as damages, the amount of each month deficiency. Tenant agrees that Lessor may from time to time file suit to recover any such sums falling due under the terms of this Subleaseparagraph and that no suit or recovery of any portion due Lessor hereunder shall be a defense to any subsequent action brought for any amount not theretofore reduced to judgment in favor of Lessor except that Lessor shall not be permitted more than one recovery in the aggregate amount so due.

Access. Sublessee 11.1 Tenant shall have at all times during the Lease Term, that is 24 hours a day, 7 days a week, reasonable access to the Subleased Common Areas and the Premises. Tenant will permit Landlord, or its agents or representatives, to enter the Premises, without charge therefor to Landlord and without diminution of the rent payable by Tenant, (i) to examine, inspect and protect the Premises twenty-and the Building (provided that such entry for examination or inspection shall not be more frequent than quarterly without specific cause therefor), (ii) to make such alterations and/or repairs as in Landlord’s reasonable judgment may be required by law or be necessary to maintain the Building in good condition and repair (provided that Landlord shall take all reasonable effort to minimize any inconvenience or interruption to Tenant’s activities on the Premises), and (iii) to comply with and carry out Landlord’s obligations under this Lease; provided, however, Landlord shall not be entitled to (x) prevent access to any portion of the Premises or (y) materially interfere with or impair Tenant’s use of the Premises or other rights under this Lease including any material impairment to Tenant’s ability to operate a data center therein twenty four (24) hours a day, seven (7) days a week week, except in emergency cases (in which event Landlord will nevertheless use diligent efforts to minimize any interruption where practical). In connection with any such entry, Landlord shall reasonably endeavor to minimize the disruption, to Tenant’s use of the Premises, shall give Tenant at least forty-eight (48) hours email or written notice of such entry (except in the event of an emergency) and shall reasonably endeavor to conduct such entry only during normal working hours (except in the event of an emergency). Tenant will have the right to require that Landlord be accompanied by a representative of Tenant during any such entry (except in the case of emergency). Landlord reserves the right to grant easements, rights, and dedications that Landlord deems necessary or desirable for the benefit of the Property, and to record personal maps and restrictions in connection therewith, provided such easements, rights and dedications do not materially interfere with or impair Tenant’s use of the Premises or other rights under this Lease. 11.2 Landlord and Tenant acknowledge that the Project currently is served by a fiber duct bank containing twenty-four (24) conduits. Landlord shall grant to Tenant, on Landlord’s standard form but for no additional charge, an exclusive license coterminous with the term of this Lease to use, at Tenant’s sole cost and expense, eight (8) of the twenty-four (24) existing conduits in the fiber loop serving Ashburn Business Park extending from MH-T1 through and including MH-T15 with two (2) connections to the Building, all as shown on Exhibit A-3 attached hereto, (the “Licensed Conduits”) for any lawful telecommunications purpose, including, without limitation, for purposes of pulling dark fiber through the Licensed Conduits and using such fiber in connection with Tenant’s business operations within the Premises. Such license shall include the right to use existing fiber within the Licensed Conduits subject to the rights of fiber carriers. Landlord reserves the right at all times during the Term to access and splice into, within any manhole, all unused fiber brought in by carriers and service providers (but not Tenant’s infrastructure) within the Licensed Conduits. Tenant shall deliver to Landlord as built drawings using Autocad showing all carrier telecommunication, fiber and copper wire and cables within the Licensed Conduits together with a list of all carriers within thirty (30) days of the Lease Commencement Date and thereafter within fifteen (15) days of the addition of such wiring or cable. Tenant shall be responsible for obtaining and maintaining all approvals, permits and licenses required by any federal, state or local government for installation and operation of the Licensed Conduits and for paying all fees attendant thereto and for complying with all other Legal Requirements relating to the Licensed Conduits. Tenant shall have sole responsibility for the maintenance, repair and replacement of the Licensed Conduits and of all servicing ancillary thereto. Subject to Landlord’s reasonable rules and regulations, Tenant shall have access to all telecommunications vaults, manholes and underground facilities on the Land or any other adjoining property owned by Landlord or its affiliates for the purpose of servicing any of Tenant’s cables or equipment in or adjacent to the Licensed Conduits and of splicing into unused fiber brought in by carriers and service providers (but not Landlord’s infrastructure) within the conduits other than the Licensed Conduits. In addition, subject to Landlord’s consent as to location and to the terms of Article IX hereof, Tenant shall have the right to install and shall be granted a license to use, a fiber duct bank originating from an offsite Tenant facility transversing the Land or other land owned by Landlord and connecting to the Licensed Conduits. Landlord shall cooperate with Tenant and use commercially reasonable efforts to obtain necessary easements from adjoining land owners to such fiber duct bank. Tenant shall coordinate with Landlord concerning any penetration of the exterior façade of the Building and concerning any potential interference with other Building utilities. All repairs to the Property made necessary by reason of the furnishing, installation, maintenance, or operation of the Licensed Conduits or any replacements thereof shall be at Tenant’s sole cost. Upon the expiration or earlier termination of this Lease, subject to the rights of the affected carrier or provider, the fiber in the Licensed Conduits shall become the property of Landlord and Tenant hereby assigns all right, title, and interest of Tenant therein to Landlord. Tenant’s use of the Licensed Conduits shall not interfere with the structure of the Building, any of the building systems, or the equipment or property (including airwaves reception and other equipment) of any other tenant in the Building or any third party providing services to the Building. Landlord shall have no liability on account of any damage to or interference with the operation of the Licensed Conduits by any third party. Each party shall defend, indemnify and hold harmless the other, and its affiliates and agents, from and against any loss, cost, damage or expense (including reasonable attorneys’ fees) incurred by such party arising out of or as otherwise a result of the other’s exercise of any easements, licenses and rights under this Section 11.2 or the breach of the provisions of this Section 11.2. 11.3 Landlord and Tenant acknowledge that critical power is currently provided to the Project through two stacked conduits originating from the switchgear located on the Land (“Power Conduits”). In order that Tenant be able to contract directly with the electrical provider, the existing switchgear will be separated into two independent switchgears, Switchgear A and Switchgear BC, by means of a tie breaker, with Switchgear BC being dedicated solely to providing critical power to the Building. Landlord shall grant to Tenant, on Landlord’s standard form but for no additional charge, an exclusive license coterminous with the Term of this Lease to use, at Tenant’s sole cost and expense, the Switchgear BC and one of the Power Conduits from Switchgear BC up to and including the point at which power feeders are connected to the Building, as shown on Exhibit A-4 hereto (the “Licensed Power Conduit”) for the purpose of providing critical power to the Premises. Tenant shall be responsible for obtaining and maintaining, to the extent required, all approvals, permits and licenses required by any federal, state or local government or utility provider for installation and operation of the Switchgear BC and the Licensed Power Conduit, from the point of connection to the utility provider in the Prime switchgear to the Building, for paying all fees attendant thereto and for complying with all other legal requirements relating to the Switchgear BC and the Licensed Power Conduit. Tenant shall have the sole responsibility for maintenance, repair and replacement of Switchgear BC and the Licensed Power Conduit and all facilities ancillary thereto, if any. Landlord shall have the sole responsibility for maintenance, repair and replacement of Switchgear A and all facilities ancillary thereto, including the tie breaker, and for obtaining all approvals, permits and licenses required by any federal, state or local government or utility provider for installation and operation of Switchgear A, for paying all fees attendant thereto and for complying with all other legal requirements relating to Switchgear A. Prior to performing maintenance within its respective switchgear, the party performing such maintenance shall provide reasonable notice to the other party except in an emergency. Subject to Landlord’s reasonable rules and regulations, Tenant shall have access to all manholes and underground facilities relating to and for the purpose of servicing and maintaining the Licensed Power Conduit. Tenant shall coordinate with Landlord concerning any penetration of the exterior side of the Building in concerning any potential interference with other Building utilities. All repairs to the Project made necessary by reason of the furnishing, installation, maintenance or operation of the Licensed Power Conduit or any replacements thereof, shall be at Tenant’s sole cost. Upon the expiration or early termination of this Lease, providedthe Licensed Power Conduit and all wiring and cables within shall become the property of Landlord and Tenant hereby assigns all right and title and interest therein to Landlord. Tenant’s use of the Licensed Power Conduit shall not interfere with the structure of the Building, howeverand any other Building systems for the equipment or property of any third party providing services to the Building. Except for such as arise from Landlord’s gross negligence or willful misconduct or as provided in Section 11.4 below, Sublessee’s employees Landlord shall have no liability on account of any damage to or interference with the operation of the Licensed Conduits by any third party. Landlord and Tenant each reserve the right in connection with the maintenance, repair, replacement of and splicing within the Power Conduits or other conduits serving the Project, and upon reasonable advance written notice to the other, to cause critical power to be interrupted to any building on the Land, it being recognized that any such interruption may cause Landlord or Tenant, as the case may be, to be required to show proper identification reasonably required implement use of redundant power during such periods of interruption. 11.4 Notwithstanding any contrary provision of this Lease, in the event there is a telecommunications or data interruption in the Premises that (i) is not the result of a general failure of service on the part of the applicable telecommunications provider and (ii) threatens Tenant’s ability to provide services to its customers from the Premises, for a reason not caused by Sublessor the acts of Tenant or any Tenant Party (“Service Interruption”), Tenant shall promptly provide written notice of a Service Interruption to enter Landlord (“Service Interruption Notice”). If the Subleased PremisesService Interruption Notice is provided by facsimile transmission such notice shall be deemed delivered upon telephone confirmation of receipt of the transmission thereof at the appropriate party’s address for notice purposes. Sublessor If the Service Interruption Notice is delivered to Landlord during business hours, Landlord shall have six (6) hours to commence taking commercially reasonable efforts to cure said Service Interruption and shall thereafter diligently pursue such cure to completion using commercially reasonable efforts. If the Service Interruption Notice is delivered to Landlord outside of business hours, Landlord shall have until the next business day, but in no event longer than fifteen (15) hours, to commence curing said Service Interruption and shall diligently pursue such cure of a Service Interruption to completion. If Landlord does not commence the cure of the Service Interruption within the applicable cure commencement period, Tenant shall be entitled to undertake such commercially reasonable efforts as are necessary to cure the Service Interruption. Subject to the rights of other tenants in the Project, Tenant shall have the right to enter upon such portions of the Project as may be reasonably required to effectuate any reasonable cure of such Service Interruption, provided that (i) Tenant shall use all reasonable efforts to include the Landlord’s Project manager or obtain access Project personnel in connection with the entry into any portions of the Project outside of the Premises, and (ii) Tenant shall repair any damage caused by any such repair activities of Tenant and shall indemnify and hold Landlord harmless from any claims, including any related attorneys fees, by other tenants in the Project for damage to persons or property resulting from such activities of Tenant. Tenant shall be entitled to reimbursement for the sums reasonably expended by Tenant to effectuate such cure within thirty (30) days after submitting a written invoice of said sums to Landlord; provided that, if Landlord disputes the amount of such claim for reimbursement, Landlord shall give Tenant written notice of such dispute prior to the Subleased Premises or end of such thirty (30) day period in which event, and prior to the commencement of any part thereof without charge collection action on Tenant’s part, Landlord and Tenant shall meet and confer on not less than two (2) occasions (at all reasonable times upon reasonable prior notice (except a mutually agreeable time and place in the case of Ashburn, Virginia area) in the ensuing sixty (60) days in an emergency, in which case attempt to resolve such dispute. In no notice will event shall Tenant be required) entitled to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all offset such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Subleasesums.

Access. Sublessee (a) Upon reasonable notice, the Company shall have access afford Parent’s officers and other authorized representatives reasonable access, during normal business hours throughout the period prior to the Subleased Premises twenty-four (24) hours a dayEffective Time, seven (7) days a week or to the Company’s books and records and, during such period, the Company shall furnish promptly to Parent all readily available information concerning its business as otherwise provided for in the Prime Lease, Parent may reasonably request; provided, however, Sublessee’s employees that the Company shall not be required to show proper identification reasonably required permit any inspection or other access, or to disclose any information, that in the reasonable judgment of the Company would be expected to (a) result in the disclosure of any trade secrets of third parties, (b) violate any obligation of the Company with respect to confidentiality (c) violate or result in loss or impairment of the protections afforded the Company under the attorney-client privilege or the attorney work product doctrine or (d) violate any Legal Requirement; and provided further, that Parent and the Company each agree to use commercially reasonable efforts to request consents to disclosure from third parties or establish a process that, through use of steps such as targeted redactions, provision of information to counsel to review and summarize for Parent or use of a 'clean room' environment for analysis and review of information by Sublessor to enter joint integration teams in coordination with counsel and the Subleased Premises. Sublessor shall have the right to enter upon or obtain Company, will provide Parent with timely access to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in fullest extent possible to the case of an emergency, in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any substance of the information described in this Section 5.6(a) in a manner that does not violate the foregoing provisions. (b) No information or knowledge obtained by Parent in any investigation conducted pursuant to this Section 5.6 (i) shall affect or be deemed to modify any representation or warranty of the Company set forth herein or the conditions to the obligations of Parent and Acquisition Sub to consummate the transactions contemplated hereby, including the Offer and the Merger, (ii) shall limit or otherwise affect Parent’s right to rely on the Company’s representations and warranties in this Agreement, (iii) shall be interpreted as a waiver of Parent’s rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible remedies under this SubleaseAgreement and applicable Legal Requirements or (iv) shall otherwise limit, impair or affect the Prime Lease, remedies available to Parent and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry Acquisition Sub under this Agreement and detainer applicable Legal Requirements. All information obtained by Parent and without incurring any liability its representatives pursuant to this Section 5.6 shall be treated as “Confidential Information” for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months purposes of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this SubleaseConfidentiality Agreement.

Access. Sublessee Tenant shall have access permit Landlord and Landlord's Agents to enter ------ into the Subleased Premises twenty-four at any time on at least one (241) hours a day, seven Business Day's notice (7) days a week or as otherwise provided for except in the Prime Lease, provided, however, Sublessee’s employees case of emergency in which case no notice shall be required required), for the purpose of inspecting the same, showing the Premises to show proper identification reasonably required by Sublessor a prospective purchaser or lender or repairing, altering or improving the Premises or the Building. Nothing contained in this section shall be deemed to enter the Subleased Premisesimpose any obligation upon Landlord not expressly stated elsewhere in this Lease. Sublessor Landlord shall have the right to enter upon or obtain access to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case of an emergency, in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) 18 months of the then current Lease Term after advance notice of at least 24 hours for the purpose of showing the Premises to prospective tenants and to erect on the Premises a suitable sign indicating the Premises are available provided, however, that if Landlord elects to exercise this Sublease right during the seventeenth (17/th/) and make eighteenth (18/th/) months prior to the end of the Lease Term, such visits for the purpose of showing the Premises to prospective tenants shall not be conducted during Normal Business Hours; shall, if required by Tenant, be conducted with an escort provided by Tenant; and shall not be made for the purpose of showing the Premises to a recognized competitor of Tenant. For the purpose of implementing the preceding sentence, at Landlord's request, prior to the end of the eighth (8/th/) Lease Year Tenant shall notify Landlord in writing of those entities which it considers to be competitors for the purpose of determining those entities which may not be shown the Premises during the seventeenth (17/th/) and eighteenth (18/th/) months prior to the end of the Lease Term as provided in such sentence which list may be amended in writing by Tenant from time to time as necessary. Tenant shall give written notice to Landlord at least twenty (20) Business Days prior to vacating the Premises and shall arrange to meet with Landlord for a joint inspection of the Premises prior to vacating. In the event of Tenant's failure to give such notice or arrange such joint inspection, Landlord's inspection at or after Tenant's vacating the Premises shall be conclusively deemed correct for purposes of determining Tenant's responsibility for repairs and restoration. Landlord shall not be liable for the consequences of admitting by passkey, or refusing to admit to the Premises, Tenant or any of Tenant's Agents, or other persons claiming the right of admittance. When reasonably necessary, Landlord may temporarily close Building or Land entrances, Building doors or other facilities, without liability to Tenant by reason of such closure and all without such changes, alterations, revisions, additions and tenant and other improvements in action by Landlord being construed as an eviction of Tenant or about as relieving Tenant from the Subleased Premises as Sublessor shall elect, all without any abatement duty of observing or performing any of the Rent provisions of this Lease. Except as otherwise provided in the preceding sentence, Tenant shall have access to be paid by Sublessee under this Subleasethe Building on a twenty-four (24) hour per day, seven (7) day per week basis through the Building's card key access system, subject to such reasonable regulations and/or security systems which Landlord may impose for security purposes.

Access. Sublessee Tenant shall have access permit Landlord and Landlord's Agents to enter into the Premises at any time on at least one (1) Business Day's notice (except in case of emergency in which case no notice shall be required), for the purpose of inspecting the same or for the purpose of repairing, altering or improving the Premises or the Building. Landlord, Landlord's Agents and any other person entering the Premises shall comply with Government Requirements for security, if any, applicable to the Subleased Premises twenty-four (24) hours a dayby virtue of any government contract work being performed by Tenant or Tenant's Agents therein. Nothing contained in this paragraph shall be deemed to impose any obligation upon Landlord not expressly stated elsewhere in this Lease. When reasonably necessary, seven (7) days a week Landlord may temporarily close Building or Land entrances, Building doors or other facilities, without liability to Tenant by reason of such closure and without such action by Landlord being construed as an eviction of Tenant or as otherwise provided for in relieving Tenant from the Prime duty of observing or performing any of the provisions of this Lease, provided, however, Sublessee’s employees shall be required to show proper identification reasonably required by Sublessor to enter the Subleased Premises. Sublessor Landlord shall have the right to enter upon or obtain access to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case of an emergency, in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time one at least one (1) Business Day's notice during the last six (6) months month's of the then current Lease Term for the purpose of this Sublease showing the Premises to prospective tenants and make any to erect on the Premises a suitable sign indicating the Premises are available. Tenant shall give written notice to Landlord at least ten (10) Business Days prior to vacating the Premises and all such changes, alterations, revisions, additions and tenant and other improvements in shall arrange to meet with Landlord for a joint inspection of the Premises prior to vacating. Landlord shall not be liable for the consequences of refusing to admit by passkey to the Premises Tenant or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of Tenant's Agents, or any other persons claiming the Rent otherwise right of admittance who does not have a key, access card, or other appropriate identification authorizing access to be paid by Sublessee under this Subleasethe Premises.

Access. Sublessee shall At all times throughout the Term of this Agreement, and at no additional charge to Tenant, Tenant and its employees, agents, and subcontractors, will have access to the Subleased Premises twenty-four (24) hours a hour per day, seven (7) days day per week pedestrian and vehicular access (“Access”) to and over the Property, from an open and improved public road to the Premises, for the installation, maintenance and operation of the Communication Facility and any utilities serving the Premises. As may be described more fully in Exhibit 1, Landlord grants to Tenant an easement for such Access and Landlord agrees to provide to Tenant such codes, keys and other instruments necessary for such Access at no additional cost to Tenant. Upon Tenant’s request, Landlord will execute a week or as otherwise provided for separate recordable easement evidencing this right. Landlord shall execute a letter granting Tenant Access to the Property substantially in the Prime Leaseform attached as Exhibit 12; upon Tenant’s request, providedLandlord shall execute additional letters during the Term. Landlord acknowledges that in the event Tenant cannot obtain Access to the Premises, howeverTenant shall incur significant damage. If Landlord fails to provide the Access granted by this Section 12, Sublessee’s employees such failure shall be required a default under this Agreement. In connection with such default, in addition to show proper identification reasonably required by Sublessor any other rights or remedies available to enter the Subleased PremisesTenant under this Agreement or at law or equity, Landlord shall pay Tenant, as liquidated damages and not as a penalty, $500.00 per day in consideration of Tenant’s damages until Landlord cures such default. Sublessor shall have the right to enter upon or obtain access to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except Landlord and Tenant agree that Tenant’s damages in the case event of an emergencya denial of Access are difficult, in which case no notice will be required) if not impossible, to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Leaseascertain, and correct the same after providing written notice, without being deemed in any manner guilty liquidated damages set forth herein are a reasonable approximation of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Subleasedamages.

Access. Sublessee Tenant shall have access to the Subleased Premises twenty-four (24) hours a day, seven (7) days a week or as otherwise provided for in the Prime Lease, provided, however, Sublessee’s employees shall be required to show proper identification reasonably required by Sublessor permit Landlord and its agents to enter the Subleased Premises. Sublessor shall have the right to enter upon or obtain access to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case of an emergency, in which case no notice will be required) to inspect the Subleased Premises, or same; to otherwise exercise or perform any of show the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time prospective tenants (during the last six (6) months of the then current Term Term), or interested parties such as prospective lenders and purchasers; to exercise its rights under this Lease; to clean, repair, alter or improve the Premises or the Building; to discharge Tenant's obligations when Tenant has failed to do so within a reasonable time after written notice from Landlord; to post notices of this Sublease nonresponsibility and make similar notices and "For Sale" signs and to place "For Lease" signs upon or adjacent to the Building or the Premises at any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any time within twelve (12) months of the Rent expiration of the Lease Term. Tenant shall permit Landlord and its agents to enter the Premises at any time in the event of an emergency. Notwithstanding the foregoing, any nonemergency access to the Premises by Landlord or its agents shall be subject to the following conditions: (i) written notice to Tenant at least two (2) days in advance of the proposed inspection, (ii) Landlord shall designate in writing the names of those persons authorized by Landlord to make such inspection, (iii) Tenant may require an authorized representative of Tenant to accompany the inspection, and (iv) any information obtained by Landlord or its agents pursuant to such inspection which information constitutes a trade secret or is otherwise unique to Tenant's business shall not be paid disclosed or disseminated to any other party and shall be held in strict confidence. Landlord hereby agrees to indemnify Tenant for any loss, damage, claim or demand suffered by Sublessee under Tenant as a result of a breach by Landlord of its covenants and agreements contained in this Sublease.Article 17 by reason of Landlord's gross negligence or wilful misconduct. In the event that any prospective tenant wishes to inspect any portion of the Premises which is a restricted access

Access. Sublessee shall have (a) During the Term, Lessor hereby grants to Lessee and its respective Affiliates, agents, employees and contractors (collectively, “Lessee’s Parties”) for no additional consideration, an irrevocable, non-exclusive right of access to and use of those portions of the Subleased Premises twenty-four Refinery Site that are reasonably necessary for access to and/or the operation, maintenance, replacement, inspection, protection, repair and removal of the Relevant Assets and Additional Improvements by Lessee, all so long as such access and use by any of Lessee’s Parties does not unreasonably interfere in any material respect with Lessor’s operations at the Refinery Site and complies with Lessor’s rules, norms and procedures governing safety and security at the Refinery Site. The facilities from time to time on the Refinery Site that are subject to the access and use rights provided under this Section 2.2, are referred to herein as the “Shared Access Facilities.” Notwithstanding the foregoing, the provisions of this Section 2.2(a) shall relate only to access and use of the Shared Access Facilities, and the Site Services Agreement shall cover all services that are to be provided by Lessor under the terms of the Site Services Agreement. (24b) hours a dayLessor hereby retains for itself and its Affiliates, seven agents, employees and contractors (7) days a week or as otherwise provided for in the Prime Leasecollectively, provided“Lessor’s Parties”), however, Sublessee’s employees shall be required to show proper identification reasonably required by Sublessor to enter the Subleased Premises. Sublessor shall have the right to enter upon or obtain of access to all of the Subleased Premises, the Relevant Assets and the Additional Improvements (i) to determine whether the conditions and covenants contained in this Lease are being kept and performed, (ii) to comply with Environmental Laws, (iii) to inspect, maintain, repair, improve and operate the SUMF Assets and the Shared Access Facilities and any assets of Lessor located on the Premises or to install or construct any part thereof without charge at all reasonable times upon reasonable prior notice (except in structures or equipment necessary for the case maintenance, operation or improvement of an emergencyany such assets or the installation, in which case no notice will be required) to inspect the Subleased Premisesconstruction or maintenance of any Connection Facilities, or (iv) if reasonably necessary for access to otherwise exercise or perform any of and/or the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Subleaseoperation, at reasonable times upon prior reasonable noticemaintenance, Sublessor mayreplacement, at Sublessor’s optioninspection, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintainprotection, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement removal of any of Lessor’s assets, all so long as such access by Lessor’s Parties does not unreasonably interfere in any material respect with Lessee’s operations on the Rent otherwise to be paid by Sublessee under this SubleasePremises and complies with Lessee’s rules, norms and procedures governing safety and security at the Premises.

Access. Sublessee shall have access Landlord or Landlord’s agents, servants and/or employees may enter the Office for em ergency purposes at any time and at any other re asonable time in ord er to make inspections and/or make re pairs, alterations or additions as Landlord deems proper and/or necessary to the Subleased Premises twenty-four (24) hours Office and/or the Premises. T enant grants Lan dlord the right to use the Office to repl ace and/or maintain the HVAC services and facilities. For this purpose, Landlord may bring into the Office all ne cessary materials and supplies and same shall not be deemed to give Tenant any right to claim an actual or constructive eviction or any right to an abatement of Rent and Additional Rent or to a day, seven (7) days claim for damages as a week result of loss of or as otherwise provided for in interruptio n of Tenant’s business. Du ring the Prime term of this Lease, provided, however, Sublessee’s employees shall be required to show proper identification reasonably required by Sublessor to enter the Subleased Premises. Sublessor Landlord shall have the right to enter upon or obtain access to e nter the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior notice (except in the case of an emergency, in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this SubleaseOffice, at reasonable times and upon prior reasonable notice, Sublessor mayfor the purpose of exhibiting sa me to prospective purchasers and mortgagees. Lan dlord shall also have the right, at Sublessorwithin the six months p rior to the Te rmination Date, to enter the Off ice for the p urpose of ex hibiting same to prospective tenants. Sho uld Tenant not be presen t to allow access to the Office, Landlord may enter the Office by using a master key or by force providin g Landlord exercises reasonable care to insure Tenant’s optionproperty and such entry shall not subject Landlord or its agents liable for any damages as re xxxx thereof and the obligations of Tenant under the terms, conditions and/or provisions of this L ease shall not be affected thereby. Should Tenant entirely vacate the Office within thirty (30) days of the Termin ation Date, Landlord may enter into the Office and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within make such alterations, repairs, a commercially reasonable time to maintain, repair dditions or replace anything for which Sublessee is responsible changes without affecting Tenant’s obligations under this Sublease, or the Prime Lease, and correct the same after providing written noticeincluding, without being deemed in any manner guilty of trespass, eviction but not li mited to Ten ant’s obligation to pay Rent an d Additional Rent or forcible entry and detainer and without incurring any cre ating liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise Landlord to be paid by Sublessee under this SubleaseTenant.

Access. Sublessee shall have access to the Subleased Premises twenty-four Amgen acknowledges, agrees and understands that absent an applicable Services Agreement (24) hours a dayas defined in Section 8.16 above), seven (7) days a week none of its agents, representatives or as otherwise provided for in the Prime Lease, provided, however, Sublessee’s employees shall be required permitted access at any time to show proper identification reasonably required by Sublessor Dialysis Center, its Designated Affiliates and/or Managed Centers for any reason whatsoever. In each situation in which a Services Agreement is executed and delivered, Amgen may be granted access solely for the purposes described in such Services Agreement(s). If Dialysis Center or any of its Designated Affiliates or Managed Centers changes their general policies concerning vendors accessing their clinics, Dialysis Center shall use its commercially reasonable efforts to enter provide Amgen with at least fifteen (15) days notice in advance of the Subleased Premiseseffective date of such change. Sublessor shall have the right to enter upon If Dialysis Center or obtain any of its Designated Affiliates or Managed Centers denies Amgen access to any of its clinics, Dialysis Center shall provide Amgen with a written explanation of the Subleased Premises or any part thereof without charge reason for such denial within fifteen (15) days after such denial. Without limitation of the foregoing, Amgen agrees that it and its agents, representatives and employees shall at all reasonable times upon reasonable comply with all applicable laws and regulations, [DELETED], and that Amgen’s discussion of the Products shall be in compliance with [DELETED] all applicable laws and regulations. Furthermore, Amgen acknowledges, agrees and understands that it must obtain Dialysis Center’s prior notice (except in the case written approval of an emergencyall proposed educational, in which case no notice will be required) marketing and promotional materials, including, but not limited to, all proposed presentations relating to inspect the Subleased Premisesanemia management, or to otherwise exercise or perform any of the rights Products, any other Amgen product or obligations otherwise, whether directed toward Dialysis Center employees or any patient of Sublessor under the Prime Lease Dialysis Center. Such approval may be given only by Dialysis Center’s Vice President, Clinical Operations or this Subleasehis authorized representative. At Dialysis Center’s Vice President, Clinical Operations or his authorized representative agree to notify Xxxxx’s National Account Manager of his decision within ten (10) business days after receipt of such program, material or presentation request, otherwise such request will be deemed denied. If Dialysis Center or any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably its Designated Affiliates or Managed Centers determines that Sublessee is not acting within a commercially reasonable time to maintainany previously approved Amgen materials are no longer appropriate for use in its clinics, repair or replace anything for which Sublessee is responsible under this Sublease, or Dialysis Center shall provide Amgen with written notice of such determination promptly so that Amgen can notify its personnel of such determination and understand the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Subleasereason therefore.

Access. Sublessee CHANGES IN BUILDING FACILITIES, NAME 19.01 All except the inside surfaces of all walls, windows and doors bounding the Demised Premises (including exterior Building walls, core corridor walls and doors and any core corridor entrance) and any space in or adjacent to the Demised Premises used for shafts, stacks, pipes, conduits, fan rooms, ducts, electric or other utilities, sinks or other Building facilities, and the use thereof, as well as access thereto through the Demised Premises for the purpose of operation, maintenance, decoration and repair, are reserved to Landlord. 19.02 Tenant shall permit Landlord to install, use, replace and maintain pipes, ducts and conduits within the demising walls, bearing columns and ceilings of the Demised Premises, provided that same shall not unreasonably interfere with Tenant's use of the Demised Premises. 19.03 Landlord and/or Landlord's employees, agents and contractors may, upon reasonable advance oral or written notice (except in emergency where no notice shall be required) at reasonable times and, except for emergencies and under the provisions of Section 19.04, below, when accompanied by a representative of Tenant, have access to, enter and/or pass through the Demised Premises or any part thereof, (i) to examine the Demised Premises and/or to show the Demised Premises to the Subleased fee owners, lessors of superior leases, holders of superior mortgages, or prospective purchasers, mortgagees or Iessees of the Demised Premises twenty-four (24or any part thereof) hours a dayor of the Building (or any part thereof), seven (7ii) days a week for the purpose of making such repairs, replacements, improvements or other changes in or to the Demised Premises or other parts of the Building (including the facilities or fixtures of the Demised Premises or other parts of the Building), as may be provided for by this Lease, as may be mutually agreed upon by the parties, as Landlord may be required or permitted to make under this Lease or by law and/or requirement of public authorities or in order to repair and maintain the Demised Premises or other parts of the Building, or as otherwise Landlord may deem necessary or reasonably desirable, it being understood that non-emergency repairs will be done by the manufacturing practices and protocol approved by the Food and Drug Administration ("FDA") provided that Tenant shall be responsible to sufficiently instruct Landlord, its agents or contractors in such practices and protocols and that Tenant shall be fully responsible for any additional costs incurred in complying with such procedures and protocols; emergency repairs are specifically excluded from Landlord's obligation in connection with adherence to FDA procedures and protocols. In an emergency situation, Landlord will make reasonable efforts to contact Tenant's emergency contact person whose name and methods of contacting shall be provided by Tenant to Landlord in writing; (iii) to determine whether Tenant is complying with all of its obligations under this Lease, and/or (iv) to post written notices of non-responsibility or similar notices. Landlord shall be allowed to take all materials into and upon the Demised Premises that may be reasonably required for such repairs, changes, repainting or maintenance to the Demised Premises only, without liability to Tenant, but Landlord shall not unreasonably interfere with Tenant's use of the Demised Premises and shall not store materials overnight in the Prime LeaseDemised Premises except for during restoral or repair conditions in which removal of the materials in order to continue the work the next day would be unreasonable. Landlord and/or Landlord's employees, providedagents and contractors, howeveras well as emergency personnel (such as, Sublessee’s employees but not limited to, firemen, policemen and utility workers) shall be required to show proper identification reasonably required by Sublessor to enter the Subleased Premises. Sublessor shall also have the right to enter upon or obtain access to on and/or pass through the Subleased Premises Demised Premises, or any part thereof without charge thereof, at all reasonable such times upon reasonable prior notice (except as such entry shall be required by circumstances of emergency affecting the Demised Premises or the Building. In such circumstances of emergency, if Tenant is not present in the case of an emergencyDemised Premises to open or permit Landlord and/or Landlord's employees, in which case no notice will be required) agents and contractors and/or such emergency personnel, access or entry to inspect or through the Subleased Demised Premises, then Landlord and/or Landlord's employees, agents and contractors and/or such emergency personnel, as the case may be, may enter the Demised Premises whenever such access or to entry is permitted, required or otherwise exercise provided for under this Lease, by master key (if readily available) or perform forcibly, and such entry and access shall not constitute an actual or constructive eviction, impose any liability upon Landlord or Landlord's employees, agents and contractors, or affect any of Tenant's obligations under this Lease. 19.04 During the rights or obligations period of Sublessor under nine (9) months prior to the Prime Lease or this Sublease. At any time during Expiration Date Landlord may exhibit the Term of this SubleaseDemised Premises to prospective tenants. 19.05 Landlord reserves the right, at reasonable times upon prior reasonable noticeany time, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability to Tenant therefor, and without it constituting an actual or constructive eviction, to make such changes in or to the Building and the fixtures and equipment thereof, as well as in or to the size, composition, number, arrangement or location of the public entrances, doors, doorways, halls, passages, elevators, escalators and stairways and other public portions thereof, as it may deem necessary or desirable, provided that (a) the services required to be provided to Tenant pursuant to the provisions of this Lease shall not be adversely affected, and (b) the size of the Demised Premises shall not be reduced and (c) Tenant shall, at all times, have ingress and egress to and from the Building and the Demised Premises. 19.06 Landlord may adopt any name for any damage the Building. Landlord reserves the right to change the name or interruption address of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises Building at any time during time. 19.07 For the last six (6) months purposes of Article 19, the then current Term term "LANDLORD" shall include lessors of leases and the holders of mortgages to which this Sublease Lease is subject and make any and all such changes, alterations, revisions, additions and tenant and other improvements subordinate as provided in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this SubleaseArticle 7.

Access. Sublessee RIGHT TO CHANGE PUBLIC PORTIONS OF BUILDING Section 20.01. Except for the space within the inside surfaces of all walls, hung ceilings, floors, windows (which term "windows" shall have access include any film now or hereafter installed thereon by Landlord, at its option, to conserve energy in the Building) and doors bounding the Demised Premises, all of the Building, including, without limitation. exterior Building walls, core corridor walls and doors and any core corridor entrance, any terraces or roofs adjacent to the Subleased Demised Premises twenty-four and any space in or adjacent to the Demised Premises used for shafts, stacks, pipes, conduits, fan rooms, ducts, electric or other utilities, sinks or other Building facilities, and the use thereof, as well as access thereto through the Demised Premises for the purposes of operation, maintenance, decoration and repair, are reserved to Landlord. Section 20.02. Landlord reserves the right, and Tenant shall permit Landlord, (24a) hours a dayto install, seven erect, use and maintain pipes, ducts and conduits in and through the Demised Premises and (7b) days a week to make such repairs, changes, alterations, additions and improvements in or to the Demised Premises and/or in or to any portion(s) of the Building facilities, equipment and systems located in or passing through the Demised Premises as otherwise provided for in the Prime Lease, provided, however, Sublessee’s employees landlord is required or desires to make. Landlord shall be allowed to take all materials into and upon the Demised Premises that may be required in connection therewith without any liability to show proper identification reasonably required by Sublessor to enter Tenant and without the Subleased Premisessame constituting an eviction of Tenant. Sublessor in whole or in part. and without any abatement or reduction in Fixed Rent or additional rent payable hereunder or any reduction of Tenant's covenants and obligations hereunder. Section 20.03. Landlord and its employees and agents shall have the right tight to enter upon and or obtain access to pass through the Subleased Demised Premises at any time or any part thereof without charge at all reasonable times upon reasonable prior notice (which notice Nay be oral) except in the case of an emergency, in which case no notice will be required) to inspect examine the Subleased Demised Premises and to show same to actual and prospective tenants, lessors. mortgagees, purchasers, or lessees of the Land and/or the Building or any interest therein. If Tenant is not present to open and permit any entry into the Demised Premises, Landlord or Landlords age may enter the same whenever such entry may be necessary or permissible by master key or forcibly and provided reasonable care is exercised to otherwise safeguard Tenant's Property and such entry shall not render Landlord or its agents liable therefor, nor in any event shall the obligations of Tenant hereunder be affected. In the event Landlord shall exercise or perform any of the rights granted to it under this Article 20 or obligations otherwise seek or enter to perform work in the Demised Premises, (except in the event of Sublessor under an emergency), Landlord shall use reasonable efforts to minimize interference with Tenant's use of the Prime Lease Demised Premises and take reasonable precautions to protect the Demised Premises and the property therein form injury, damage or this Subleasetheft. At With respect to entering and performing work in the Demised Premises Landlord shall, to the extent reasonably possible (except in an emergency), request that a representative of Tenant accompany Landlord in the Demised Premises. Section 20.04. If at any time during any windows of the Term Demised Premises are temporarily darkened or obstructed by reason ~ 'any repairs, improvements, rigging, maintenance and/or cleaning in . about the Building, or if any part of this Subleasethe Building other than the Demised Premises is temporarily or permanently closed or inoperable, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into the same shall be without liability to Landlord and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair without any reduction or replace anything for which Sublessee is responsible diminution of Tenant's obligations under this SubleaseLease. Section 20.05. [Intentionally omitted]. Section 20.06. Landlord reserves the right at any time, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for to Tenant therefor, and without affecting or reducing any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased PremisesTenant's covenants and obligations hereunder, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and to make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about to the Subleased Premises Building and the fixtures and equipment thereof, as Sublessor shall electwell as in or to the street entrances, all without any abatement of any doors, halls, passageways, elevators, escalators and stairways thereof, and other public parts of the Rent otherwise to be paid by Sublessee under this SubleaseBuilding, as Landlord shall deem necessary or desirable.

Access. Sublessee shall have access Landlord reserves the right to enter the Subleased Premises Leased Premises, and Tenant agrees to permit Landlord and its agents, upon at least twenty-four (24) hours a day, seven (7) days a week or as otherwise provided for in the Prime Lease, provided, however, Sublessee’s employees shall be required to show proper identification reasonably required by Sublessor to enter the Subleased Premises. Sublessor shall have the right to enter upon or obtain access to the Subleased Premises or any part thereof without charge at all reasonable times upon reasonable prior hours' notice (except in the case of an actual or perceived emergency), in which case no notice will be required) to inspect enter the Subleased Premises, or Leased Premises for the purpose of showing the Leased Premises to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time prospective tenants (during the last six (6) months of the then current Term of this Sublease Lease Term), inspecting or examining the Leased Premises and to make any and all such changesrepairs, alterations, revisionsimprovements or additions in and to the Leased Premises or to adjoining premises that Landlord may deem desirable or necessary or that Tenant shall have failed, additions although required, to do under the terms of this Lease; provided, however, that, except in the case of an actual or perceived emergency, Landlord shall use reasonable efforts to avoid unreasonable disruption to Tenant's business operations and tenant further provided that the entrance to the Leased Premises shall not be blocked thereby. Except in an emergency, Tenant shall be entitled to have an employee of Tenant accompany the person(s) entering the Leased Premises. Such entrance into the Leased Premises by Landlord shall not be construed as an eviction of Tenant from the Leased Premises, and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise and any other payments provided in this Lease to be paid made by Sublessee Tenant shall not xxxxx while such repairs, decorations, alterations, improvements or additions are being made, nor shall Tenant have any claim against Landlord on account of loss or interruption of business or any other matter. Subject to the notice requirements set forth above, Landlord may enter the Leased Premises by a master key (or by use of force in the event of actual or perceived emergency) without incurring any liability therefor and without in any manner affecting the obligations of Tenant under this SubleaseLease.

Access. Sublessee shall have access (a) Except to the Subleased Premises twenty-four extent prohibited by applicable Law, Intercure shall, and shall cause each Intercure Subsidiary to, (24i) afford to Subversive and its representatives, reasonable access, during normal business hours a day, seven (7) days a week or as otherwise provided for in the Prime Lease, provided, however, Sublessee’s employees shall be required to show proper identification reasonably required by Sublessor to enter the Subleased Premises. Sublessor shall have the right to enter upon or obtain access to the Subleased Premises or any part thereof without charge at all reasonable times and upon reasonable prior notice to Intercure, to all of the assets, properties, personnel, contracts, books and records of Intercure as Subversive may from time to time reasonably request, and (except ii) furnish Subversive with such information relating to Intercure and the Intercure Subsidiaries as Subversive may from time to time reasonably deem necessary and advisable, provided that, with respect to clause (i), any such access shall be conducted in such a manner as not to interfere unreasonably with the operations of Intercure or the Intercure Subsidiaries. (b) Except to the extent prohibited by applicable Law, Subversive shall, and shall cause each Subversive Subsidiary to, (i) afford to Intercure and its representatives, reasonable access, during normal business hours and upon reasonable prior notice to Intercure, to all of the assets, properties, personnel, contracts, books and records of Subversive as Intercure may from time to time reasonably request, and (ii) furnish Intercure with such information relating to Subversive and the Subversive Subsidiaries as Intercure may from time to time reasonably deem necessary and advisable, provided that, with respect to clause (i), any such access shall be conducted in such a manner as not to interfere unreasonably with the operations of Subversive or the Subversive Subsidiaries. (c) Upon Subversive’s request, Subversive and its representative shall be provided with reasonable access to suppliers and distributors of Intercure and the Intercure Subsidiaries, provided that such access shall require the prior written consent of Intercure (not to be unreasonably withheld, conditioned or delayed) and a representative of Intercure shall be entitled to participate in any discussions. (d) Intercure shall report to Subversive, as and when reasonably requested, concerning the status of the operations, finances and affairs of the Intercure and its Subsidiaries and deliver to Subversive periodic financial reports in the case of an emergency, in which case no notice will be required) to inspect the Subleased Premises, or to otherwise exercise or perform any of the rights or obligations of Sublessor under the Prime Lease or this Sublease. At any time during the Term of this Sublease, at reasonable times upon prior reasonable notice, Sublessor may, at Sublessor’s option, enter into and upon the Subleased Premises if Sublessor reasonably determines form that Sublessee is not acting within a commercially reasonable time to maintain, repair or replace anything it customarily prepares for which Sublessee is responsible under this Sublease, or the Prime Lease, and correct the same after providing written notice, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Sublessee’s business resulting therefrom. If Sublessee shall have vacated the Subleased Premises, has not paid Rent and is in default beyond any applicable notice and cure period, Sublessor may at Sublessor’s option reenter the Subleased Premises at any time during the last six (6) months of the then current Term of this Sublease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Subleased Premises as Sublessor shall elect, all without any abatement of any of the Rent otherwise to be paid by Sublessee under this Subleaseits internal purposes.