Common use of OTHER PROVISIONS OF SUBLEASE Clause in Contracts

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One to the Sublease Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One to the Sublease None*. Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder. *Except as specifically set forth within this sublease, this sublease is not to be construed as an amendment to the Lease Agreement in any report.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunderthereunder (provided that under no circumstance shall Sublessor be responsible or liable in any way for the failure of the Lessor to perform any acts required under the Master Lease or to supply any item, including, but not limited to, any utility or service to the subleased Premises and no such failure will in any way excuse Sublessee’s performance under this Sublease or entitle Sublessee to any abatement of rent or other charge, except as may be expressly permitted by the terms of the Master Lease), Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One to All sections of the Sublease summary except the definitions of Building, Project, Rentable Area of Building and Rentable Area of Project and Permitted Use, Sections 2, 4, the second paragraph of Section 31, Sections 38, 39, 42, 43 and Exhibits A, C, F and G of the Master Lease and Sections 1, 2, 8 and 9 of the First Amendment. Sublessee assumes and agrees to perform the lessee's ’s obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting use commercially reasonable efforts, at Sublessee sole cost, to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If Sublessor shall not enter into a voluntary termination of the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such terminationSublease Premises without Sublessee’s prior consent, not to be unreasonably withheld. Notwithstanding the foregoing, if Sublessor may assign or transfer the Master Lease without the consent of Sublessee and from and after the effective date of such transfer or assignment, Sublessee will look solely to such transferee or assignee for the performance of the obligation of Sublessor hereunder and Sublessor shall be released on all further obligations under this Sublease. If the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder. If the Master Lease terminates for any reason (other than a default by Sublessor under the Master Lease), this Sublease will terminate on the same date as the Master Lease, and Sublessor will have no liability to Sublessee on account of such termination. In all provisions of the Master Lease requiring tenant to submit, exhibit to, supply or provide Lessor with evidence, certificates, or any other matter or thing, Sublessee shall be required to submit, exhibit to, supply or provide, as the case may be, the same to both Lessor and Sublessor.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One to the Sublease . Sublessee assumes and agrees to perform the lessee's ’s obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Subleased Premises the Master Premises, except for the following: See attached Addendum One to the Sublease . Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Subleased Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. The parties agree that the Waiver of Subrogation set forth in Section 22(i) shall apply as between Sublessor and Sublessee notwithstanding anything to the contrary in the Sublease or Master Lease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminatesterminates for any reason other than a default by Sublessor as Tenant under the Master Lease, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if . If the Master Lease terminates as a result of for a default or breach by Sublessor or Sublessee as Tenant under this Sublease and/or the Master Lease, then the defaulting party this Sublease shall terminate and Sublessor shall not be liable to the nondefaulting party for the damage suffered as a result relieved of such terminationany liability or obligation under this Sublease. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder. If Lessor seeks to terminate the Master Lease because of a default or alleged default by Sublessor under the Master Lease, Sublessor shall use its reasonable good faith efforts to maintain the Master Lease in full force and effect for the benefit of Sublessee and Sublessor and to reinstate the Master Lease and/or to claim and pursue any right of redemption or relief from forfeiture of the Master Lease (and as a consequence thereof any forfeiture of the Sublease) to which Sublessor may be entitled at law or in equity.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor Sublandlord were the lessor thereunder, Sublessee Subtenant the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One to the Sublease Sublessee Subtenant assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to or the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee Subtenant to the extent and in the amount rent is paid to Sublessor Sublandlord in accordance with Section Sections 6 and 7 of this Sublease. Sublessee Subtenant shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor Sublandlord shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of SublesseeSubtenant. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided provided, however, that if the Master Lease terminates as a result of a default or breach by Sublessor Sublandlord or Sublessee Subtenant under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor Sublandlord any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor Sublandlord shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunderLessor, Sublessee the lessee as applicable, thereunder, and Sublessee the Premises the Master Premises, except for the following: See attached Addendum One to the Sublease Lessee thereunder. Sublessee assumes and agrees to perform all of the lesseeLessee's obligations under the Master Lease during the Sublease Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid by its payment to Sublessor of the amounts set forth in accordance with Section 6 of this Sublease. Sublessee shall cause Sublessor to be named as an additional insured on the policies of insurance required to be maintained by Sublessee pursuant to Section 19 of the Lease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease or Sublessee. If Sublessee shall be in default under this Sublease, Sublessor will be entitled to exercise any of the remedies provided for in Section 22 of the Lease. Notwithstanding anything to the contrary contained in this Sublease, Sublessee agrees that performance by Sublessor of its obligations hereunder are conditional upon due performance by the Lessor of its obligations under the Lease, and Sublessor shall not be liable to Sublessee for any default of the Lessor under the Lease. Sublessee shall not have any claim against Sublessor by reason of the Landlord's failure or refusal to comply with any of the provisions of the Lease, as applicable, unless such failure or refusal is a result of Sublessor's act or failure to act. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, . Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One to Sublessee shall have use of the existing furniture in the Premises for the Sublease term. There shall be no charge for said use. Parking shall be unreserved and at no charge and provided at a ratio 4:1000 rentable square feet (43 stalls total), and in no event more than allotted in the Master Lease. Sublessee assumes and agrees to perform the lessee's ’s obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of to this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this SubleaseSublesse, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, . Sublessee the lessee thereunder, and the Premises the Master Premises, Premises except for the following: See attached Addendum One to the Sublease ; Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent Premises and in the amount rent is paid to Sublessor in accordance with Section 6 of this Subleaseincorporated herein. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor Sublandlord were the lessor thereunderlandlord, Sublessee Subtenant the lessee thereunderlessee, and the Premises the Master Premises, except for the following: See attached Addendum One to the Sublease Sublessee assumes None. As between Sublandlord and Subtenant, Subtenant agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such these obligations are applicable to the PremisesPremises and this Sublease. However, except that the obligation to pay rent and operating expenses to Lessor Master Landlord under the Master Lease shall will be considered performed by Sublessee Subtenant to the extent and in the amount rent is and operating expenses are paid to Sublessor Sublandlord in accordance with Section 6 4 of this Sublease. Sublessee shall Subtenant will not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall Sublandlord will exercise due diligence in attempting to cause Lessor Master Landlord to perform its obligations under the Master Lease for the benefit of SublesseeSubtenant. If the Master Lease terminates, at the option of Master Landlord, this Sublease shall will terminate and the parties shall will be relieved of any further liability or obligation under this Sublease. However, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor Sublandlord or Sublessee Subtenant under this Sublease and/or or the Master Lease, then the defaulting party shall will be liable to the nondefaulting party for the damage suffered as a result of such the termination. Notwithstanding the foregoingRegardless, if the Master Lease gives Sublessor Master Landlord any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such this right by Sublessor shall Master Landlord will not constitute a default or breach hereunderby Sublandlord.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One to the Sublease SEE ATTACHED ADDENDUM. --------------------------------------------------------------------------- --------------------------------------------------------------------------- --------------------------------------------------------------------------- Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee Lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One to the Sublease . Sublessee assumes and agrees to perform the lessee's ’s obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to the Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the direct damage suffered as a result of such termination. Neither party shall be liable to the other party for any indirect, consequential or incidental damages under this Sublease. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Subleased Premises the Master Premises, except for the following: See attached Addendum One to the Sublease . Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Subleased Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 7 of this Sublease. The parties agree that the Waiver of Subrogation set forth in Section 22(i) shall apply as between Sublessor and Sublessee notwithstanding anything to the contrary in the Sublease or Master Lease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminatesterminates for any reason other than a default by Sublessor as Tenant under the Master Lease, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if . If the Master Lease terminates as a result of for a default or breach by Sublessor or Sublessee as Tenant under this Sublease and/or the Master Lease, then the defaulting party this Sublease shall terminate except as otherwise agreed to by Lessor and Sublessee, and Sublessor shall not be liable to the nondefaulting party for the damage suffered as a result relieved of such terminationany liability or obligation under this Sublease. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder. If Lessor seeks to terminate the Master Lease because of a default or alleged default by Sublessor under the Master Lease, Sublessor shall use its reasonable good faith efforts to maintain the Master Lease in full force and effect for the benefit of Sublessee and Sublessor and to reinstate the Master Lease and/or to claim and pursue any right of redemption or relief from forfeiture of the Master Lease (and as a consequence thereof any forfeiture of the Sublease) to which Sublessor may be entitled at law or in equity.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One to the Sublease Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease; provided, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or of Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, destruction or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease as defined in Section 2 of this Agreement are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One 1.10, 1.11, 13.3, Option to the Sublease Extend Standard Lease Addendum, Rider Paragraphs 1.2A, 1.3A, 1.4A, 1.5A 7.3A, Exhibit B: Guaranty of Lease,. Sublessee assumes and agrees to perform the lessee's ’s obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Landlord thereunder and Sublessee were the lessee Tenant thereunder, and the Premises were the Master Premises, except for the following: See attached Addendum One to the extent that the terms of this Sublease and the Master Lease are inconsistent this Sublease shall control. Sublessee assumes and agrees to perform the lesseeLessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee and Sublessor shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor Landlord to perform its obligations under the Master Lease for the benefit of Sublessee. Sublessor shall provide to Sublessee copies of all notices it receives from the Landlord, within three (3) business days of receipt. If Landlord issues a notice of default, Sublessee shall be entitled to cure such default, and Sublessor shall pay to Sublessee reasonable costs and expenses incurred in curing the default, to the extent the default was caused by Sublessor. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the all damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.total

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One to the Sublease N/A. Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. , Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One At the twelfth (12th) month of occupancy (5/30/00), Sublessee shall have a one-time right to terminate the Sublease provided that Sublessee gives Sublessor four (4) months advance written notice (2/1/00) and pay a termination fee of $22,158.50. If Sublessee elects to terminate the Sublease then the Sublessee shall have the ability to extend the termination date by up to three (3) months by giving Sublessor notice by February 1, 2000. Sublessee shall rent the furniture in the suite per the attached furniture Rental Agreement. Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are are, except as contradicted by the terms and conditions of this Sublease, incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunderthereunder (provided that under no circumstance shall Sublessor be responsible or liable in any way for the failure of the Lessor to perform any acts required under the Master Lease or to supply any item, including, but not limited to, any utility or service to the subleased Premises and no such failure will in any way excuse Sublessee’s performance under this Sublease or entitle Sublessee to any abatement of rent or other charge, except as may be expressly permitted by the terms of the Master Lease), Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One to Sections 2, 4, 22, 35, 39, 41, and 43 and Exhibits C and F of the Sublease Master Lease. Sublessee assumes and agrees to perform the lessee's ’s obligations under the Master Lease during the Term to the extent that such obligations are applicable to the PremisesTerm, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting use commercially reasonable efforts, at Sublessee sole cost, to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If Sublessor shall not enter into a voluntary termination of the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such terminationSublease Premises without Sublessee’s prior consent, not to be unreasonably withheld. Notwithstanding the foregoing, if Sublessor may assign or transfer the Master Lease without the consent of Sublessee and from and after the effective date of such transfer or assignment, Sublessee will look solely to such transferee or assignee for the performance of the obligation of Sublessor hereunder and Sublessor shall be released on all further obligations under this Sublease. If the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder. If the Master Lease terminates for any reason (other than a default by Sublessor under the Master Lease), this Sublease will terminate on the same date as the Master Lease, and Sublessor will have no liability to Sublessee on account of such termination. In all provisions of the Master Lease requiring tenant to submit, exhibit to, supply or provide Lessor with evidence, certificates, or any other matter or thing, Sublessee shall be required to submit, exhibit to, supply or provide, as the case may be, the same to both Lessor and Sublessor.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor Landlord thereunder, and the Sublessee the lessee Tenant thereunder, and the Premises the Master Premises. Sublessee, except for the following: See attached Addendum One to the Sublease Sublessee assumes and agrees to perform the lesseeTenant's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor the Landlord under the Master Lease shall be considered performed by Sublessee to the extent and in the amount of rent is as paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor Landlord to perform its obligations under the Master Lease for the benefit of the Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting non-defaulting party for the damage damages, costs and expenses, including attorney's fees, suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or of breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease Leases and Sublease are incorporated into and made a part of this Sublease as if Sublessor (i) Ah-ha were the lessor thereunder, Sublessee the lessee tenant thereunder, and (ii) MyFamily were the Premises the Master Premises, except for the following: See attached Addendum One to the Sublease Sublessee landlord thereunder. Ah-ha assumes and agrees to perform the lessee's Tenant’s obligations under the Master Lease during the Sublease Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor CCC2 under the Master Lease Leases shall be considered performed by Sublessee Ah-ha to the extent and in the amount rent is paid to Sublessor MyFamily in accordance with Section 6 of this Sublease. Sublessee Ah-ha shall not commit or suffer any act or omission that will violate any of the provisions of the Master LeaseLeases. Sublessor MyFamily shall exercise due diligence in attempting to cause Lessor CCC2 and/or Xxxxxxxx Xxxxx Co. to perform its obligations under the Master Lease Leases or Sublease for the benefit of SublesseeAh-ha. If the Master Lease terminates, this Leases or Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor MyFamily or Sublessee Ah-ha under this Sublease and/or the Master LeaseLeases, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor Leases give MyFamily any right to terminate the Master Lease Leases in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a partPremises, the exercise of such right by Sublessor MyFamily shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One to the Sublease none ------------------------------------------------------------------------- ------------------------------------------------------------------------- ------------------------------------------------------------------------- Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If , if the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any and right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions 10.1 In connection with the incorporation of the Master Lease are incorporated into as provided in Section 1, the term “Xxxxx Two Partnership, Ltd.” or Landlord, with respect to those provisions which, by their terms, reside exclusively with Landlord (including, but not limited to, the provision of services and made a part the promulgation of Building-wide rules and standards), shall be deemed to mean “Landlord”, and in all other events shall be deemed, for the purposes of this Sublease as if Sublease, to mean “Sublessor were the lessor thereundershall use its best efforts, Sublessee the lessee thereunderwithout, and the Premises however, incurring any liabilities or expenses not otherwise provided for in the Master PremisesLease or this Sublease, except for to ensure that Landlord” whenever such a modification is required so that an incorporated provision reflects the following: See attached Addendum One to agreement of the Sublease parties hereto as expressed in this Sublease. Landlord hereby agrees that in the event that Sublessor is more than five (5) days late in the payment of any installment of Rent or Additional Rent, or in the event that Sublessor is in any other default of the Master Lease, or upon notice of bankruptcy of Sublessor, Landlord will promptly provide Sublessee with written notice of any such late payment, default or notice of bankruptcy. Sublessee assumes and agrees to perform the lessee's Sublessor’s obligations under the Master Lease Lease, exclusive only of the Excluded Provisions, during the Term to the extent that such obligations are applicable to the PremisesTerm, except that the obligation to pay rent to Lessor Landlord under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 5 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor Landlord to perform its obligations under the Master Lease for the benefit of Sublessee. If Except as may otherwise be specifically provided herein, if the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Subleased Premises or the building Building or project of which the Master Subleased Premises are a partpart or otherwise, the exercise of such right by Sublessor shall not constitute a default or breach hereunder, and Sublessee agrees that Sublessor shall be free to exercise any such rights as may be available to Sublessor without first obtaining any approval from, or consulting with, Sublessee. Landlord agrees that in (i) the event of bankruptcy by the Sublessor in which the Bankruptcy Trustee or Court rejects the Master Lease; (ii) the event of a default under the Master Lease by Sublessor resulting in a termination of the Master Lease by Landlord; or (iii) the event Sublessee exercises the renewal option under the Master Lease as described in Paragraph 19 hereof, then in such event, Landlord agrees to enter into a Lease Agreement with Sublessee under the same terms and conditions contained in the Sublease provided, at such time, the Sublessee meets the conditions set forth in that certain letter from Landlord to Sublessee, dated of even date herewith. A copy of such letter is attached hereto as Exhibit “C” and made a part hereof for all purposes as if the text of the letter, exclusive of the Lender Memorandum (hereinafter defined) attached thereto, were fully set forth herein.

OTHER PROVISIONS OF SUBLEASE. All Except as otherwise expressly stated herein, , and except as provided in this Section 26, all applicable terms and conditions of the Master Lease are hereby incorporated into and made a part of this Sublease as if Sublessor Tenant were the lessor thereunderlandlord thereunder and Subtenant were the tenant thereunder provided, Sublessee however, that for purposes of such incorporation, (i) the lessee thereunder, terms “Term” and “Original Term” as used in the Lease shall refer to the Term defined herein; (ii) the term “Tenant’s Premises,” as used in the Lease shall refer to the Premises under this Sublease; and (iii) the Master Premises, except for term “Annual Fixed Rent” as used in the following: See attached Addendum One Lease shall refer to the Sublease Sublessee assumes and agrees to perform the lessee's obligations Fixed Annual Rent due under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer In the event of any act or omission that will violate any of inconsistency between the provisions set forth in this Sublease and the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under , as incorporated herein, the Master Lease for the benefit provisions of Sublessee. If the Master Lease terminates, this Sublease shall terminate control as between Tenant and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such terminationSubtenant. Notwithstanding the foregoing, if the Master following provisions of the Lease gives Sublessor are expressly not incorporated into this Sublease: (1) the definitions of Landlord Construction Representative, Tenant’s Construction Representative, Commencement Date, Rent Commencement Date, Estimated Commencement Date, Outside Completion Date, Late Delivery Rent Abatement Commencement Date, Extension Option, Rentable Floor Area of the Premises, and Broker (all within the Original Lease), and any right to terminate and all definitions or terms which are defined in or included in any of the Master Excluded Lease Provisions (as hereinafter defined) set forth in the event Lease (except to the extent used or referred to in this Sublease); (2) all within the Original Lease: Sections 3.1, 5.6.2 (as it relates to Tenant only, with the foregoing still being in effect as to the Landlord), the second paragraph of Section 9.3 (as between Tenant and Subtenant only, with the foregoing remaining appliable as to the Subtenant and Landlord), Section 9.7, Section 9.18, the third and fourth grammatical paragraphs of Section 9.19, and Exhibits X-0, X-0, E and K; all within the First Amendment: Sections 8, 10 and 11 and Exhibits B and C; the entire Second Amendment; all within the Third Amendment: Sections 7, 8 and 12 and Exhibits B, C, D and F; all within the Fourth Amendment: Sections 7, 8 and 9 and Exhibits B-1 and B-2; all within the Fifth Amendment: Sections 7 and 9; the entirety of the partial or total damage, destruction, or condemnation Sixth Amendment; all within the Seventh Amendment: Sections 5 and 8; and (3) such other terms of the Master Premises or Lease which are specifically modified by the building or project terms of which the Master Premises are a partthis Sublease (collectively, the exercise of such right by Sublessor “Excluded Lease Provisions”). Other than with respect to the option on the ROFO Space (as described herein), Subtenant acknowledges and agrees that it shall not constitute a default or breach hereunderhave no rights with respect to any options to renew (if any) set forth in the Lease.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One to the Sublease prorated operating cost. Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this terminates the Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, Lease then the defaulting party shall be liable to the nondefaulting non-defaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if If the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor Landlord thereunder, Sublessee the lessee Tenant thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One to the Sublease No Exceptions. Sublessee assumes and agrees to perform the lesseeTenant's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this SubleaseLandlord. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor Landlord to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except EXCEPT for dollar amounts affecting prorata shares of the following: See attached Addendum One to the Sublease (1) premises, (2) term, (3) rent, (4) security deposit, (5) tenant improvements and alterations. Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting non-defaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor Landlord thereunder, Sublessee the lessee Tenant thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One to the Sublease no exceptions. Sublessee assumes and agrees to perform the lesseeTenant's obligations under the Master Lease during the Term to the ATLANTA COMMERCIAL BOARD OF REALTORS(R), INC. STANDARD SUBLEASE AGREEMENT COPYRIGHT(C) NOVEMBER 1999 XXXX XXXM #006 2 3 extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this SubleaseLandlord. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor Landlord to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable The terms and conditions of the Master Lease are hereby incorporated into and made a part of this Sublease as if Sublessor were was the lessor Landlord thereunder, Sublessee was the lessee Tenant thereunder, and the Premises was the Master Premises, except for the following: See attached Addendum One (1) Sublessee shall have no restoration obligation related to Telecommunications Installations or Linking Work as described in Section 11 of the Sublease Master Lease, (2) Sublessee’s only obligations with respect to repairs and restoration shall be those repairs that are necessary due to any damage, loss, action or inaction caused by Sublessee or its invitees, (3) the terms of Exhibit C Work Letter do not apply to Sublessee. Sublessee assumes and agrees to perform all of the lessee's Sublessor’s obligations under the Master Lease during the Term to the extent that such obligations are applicable would reasonably apply to the Premises, except that the obligation to pay rent and operating expenses to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in only when Sublessee timely pays the amount of rent is paid and operating costs to Sublessor in accordance with Section 6 8 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under December 15, 2014 the Master Lease for the benefit of SublesseeSublessee (but shall not be liable to Sublessee in any way for Lessor’s inability or failure to perform Lessor’s obligations), and shall not voluntarily terminate Master Lease. If the Master Lease terminates, this Sublease shall automatically terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, except for any of Sublessee’s obligations that if accrued prior to the Master Lease terminates as a result termination date of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All Except to the extent expressly provided for in this Sublease (and any Amendments) to the contrary (e.g., Term, Commencement Date, size of Premises, Rent, etc.) and only to the extent that such terms and conditions reasonably apply to the Sublessee and the Premises, all applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One to the Sublease . Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any the right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder. THE PARTIES AGREE THAT IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING ANY LOST PROFIT, REVENUE, BUSINESS OR OTHERWISE); REGARDLESS OF THE THEORY OF RECOVERY, WHETHER ALLEGED AS A BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), UNJUST ENRICHMENT OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR BASED ON THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One Paragraph 2.03 of the Master Lease shall not apply to Sublessee. In addition, the premises shall be delivered in its "AS IS" condition. Sublessor makes no representations or warranties as to the Sublease condition of any of the operating systems of the building or the building itself. Sublessor agrees to allow Sublessor to perform any improvements Sublessee deems necessary, at Sublessee's sole cost and expense, subject to Lessor's prior written consent. Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. This Sublease is made subject and subordinate to all of the terms and conditions of the Master Lease. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, but only to the extent relating to the Premises and Sublessee's use thereof, except for the following: See attached Addendum One to the Sublease following ("Excluded Provisions"): Sections 1.1 and 1.2, Article II, Sections 3.1 through 3.6, inclusive, Article V, Sections 6.1, 6.2(b) and 6.2(c), Article VII, Section 8.2, Section 9.3, Section 11.1, Article XIII, Article XVIII, and Sections 20.8 and 20.20. Sublessee assumes and agrees to perform the lesseeTenant's obligations under the Master Lease (other than the Excluded Provisions) during the Term term of this Sublease to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor Master Landlord under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent Rent is paid to Sublessor in accordance with Section 6 5 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate or cause Sublessor to violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor Master Landlord to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if unless such termination is due to Sublessor's or Sublessee's default or breach. Sublessee shall be entitled to all rights against Sublessor under this Sublease as Sublessor enjoys against Master Landlord under the Master Lease terminates as a result of a default or breach by Lease, and Sublessor or shall be entitled to all rights against Sublessee under this Sublease and/or as Master Landlord enjoys against Sublessor under the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, . Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One except that this Sublease, and not the Master Lease, shall determine and control the area and location of the premises demised to Sublessee, the term of the Sublease, the rental payable hereunder, and the number of parking spaces granted to Sublessee. Further, Sublessee acknowledges the effect of the second addendum cancelling Sublessor's rights under paragraph 4, 5, 6 and 7 of the initial addendum to the Sublease Master Lease. Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are are, except as contradicted by the terms and conditions of this Sublease, incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunderthereunder (provided that under no circumstance shall Sublessor be responsible or liable in any way for the failure of the Lessor to perform any acts required under the Master Lease or to supply any item, including, but not limited to, any utility or service to the subleased Premises and no such failure will in any way excuse Sublessee’s performance under this Sublease or entitle Sublessee to any abatement of rent or other charge, except as may be expressly permitted by the terms of the Master Lease), Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One to Section 2, the Sublease second paragraph of Section 3(a), Sections 35, 39 and 40 and Exhibits C, F and H of the Master Lease. Sublessee assumes and agrees to perform the lessee's ’s obligations under the Master Lease during the Term to the extent that such obligations are applicable to the PremisesTerm, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting use commercially reasonable efforts, at Sublessee sole cost, to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If Sublessor shall not enter into a voluntary termination of the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such terminationSublease Premises without Sublessee’s prior consent, not to be unreasonably withheld. Notwithstanding the foregoing, if Sublessor may assign or transfer the Master Lease without the consent of Sublessee and from and after the effective date of such transfer or assignment, Sublessee will look solely to such transferee or assignee for the performance of the obligation of Sublessor hereunder and Sublessor shall be released on all further obligations under this Sublease. If the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder. If the Master Lease terminates for any reason (other than a default by Sublessor under the Master Lease), this Sublease will terminate on the same date as the Master Lease, and Sublessor will have no liability to Sublessee on account of such termination. In all provisions of the Master Lease requiring tenant to submit, exhibit to, supply or provide Lessor with evidence, certificates, or any other matter or thing, Sublessee shall be required to submit, exhibit to, supply or provide, as the case may be, the same to both Lessor and Sublessor.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated Incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One to There shall be an abatement of rent during the Sublease months of February 1 - March 31, 1997. Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform peform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One to the Sublease Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One to the Sublease Numbers 17-24. ------------------------------------ Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One Sublessee shall not be required to pay real property taxes or real property insurance or assessments during the Sublease term. Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Lease *Time is of the essence regarding Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease and any subsequent amendment or change in the provisions thereof, are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, thereunder and Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One to the Sublease . Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to the Lessor under the Master Lease shall be considered performed by Sublessee for purposes of this Sublease to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 5 of this Sublease. Neither Sublessor nor Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the Sublessee shall have no further occupancy or other rights to the Premises and shall immediately vacate the Premises. Upon such vacation of the Premises, the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.. This Sublease shall at all times be subject and subordinate to the Master Lease and any other instruments which the Master Lease is or may become subordinate to. 9. It is expressly recorded that all electrical and other costs of operating all and any equipment for the activities of the Sublessee in the Premises, including activities performed by it for and on behalf of or for the benefit of the Sublessor, shall be borne and paid for in full by the Sublessee. The Sublessee shall procure that such electrical costs are separately metered. It is further expressly recorded that all the terms of the Packaging Agreement between the Sublessor and the Sublessee, excluding the provisions of paragraph 3 thereof which are dealt with in this Sublease and shall be governed hereby, shall continue to apply as between the parties and be of full force and effect. In the event of the termination of the Packaging Agreement at any time, the Sublessor or Sublessee shall have the right to summarily terminate this Sublease irrespective of whether or not there shall have been any breach by the Sublessor or Sublessee under this Sublease, the intention of the parties being that if the Packaging Agreement between the parties is no longer operative or of force and effect, then this Sublease shall simultaneously no longer be operative or of force or effect. 3

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were Sublessor, the lessor thereunder, Sublessee Sublessee, the lessee thereunder, and the Premises Premises, the Master Premises, except for the following: See attached Addendum One to the Sublease . Sublessee assumes and agrees to perform the lessee's ’s obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this SubleaseSublessor. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of SublesseeSublesee; however, Sublessor shall not be liable to Sublessee for the failure of the Lessor to perform any such obligation thereunder. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Prime Lease are incorporated into and made a part of this Sublease as if Sublessor Tenant were the lessor Landlord thereunder, Sublessee Subtenant were the lessee Tenant thereunder, and the Premises were the Master Prime Premises, except for the following: See attached Addendum One to the Sublease Sublessee . Subtenant assumes and agrees to perform the lessee's Tenant’s obligations under the Master Prime Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor Landlord under the Master Prime Lease shall be considered performed by Sublessee Subtenant to the extent and in the amount rent is paid to Sublessor Tenant in accordance with Section section 6 of this Sublease. Sublessee Subtenant shall not commit or suffer any act or omission that will violate any of the provisions of the Master Prime Lease. Sublessor Tenant shall exercise due diligence in attempting to cause Lessor Landlord to perform its obligations under the Master Prime Lease for the benefit of SublesseeSubtenant. If the Master Prime Lease terminates, this Sublease shall terminate terminate, except with respect to all responsibilities, obligations, and liabilities which have accrued or which have been incurred prior to such termination of the parties shall be relieved of any further liability or obligation under this SubleasePrime Lease, provided provided, however, that if the Master Prime Lease terminates as a result of a default or breach by Sublessor Tenant or Sublessee Subtenant under this Sublease and/or the Master Prime Lease, then the defaulting party shall be liable to the nondefaulting non defaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Prime Lease gives Sublessor Tenant any right to terminate the Master Prime Lease in the event of the partial or total damage, destruction, or condemnation of the Master Prime Premises or the building or project of which the Master Premises are a partBuilding, the exercise of such right by Sublessor Tenant shall not constitute a default or breach hereunder. Notwithstanding anything to the contrary herein or in the Prime Lease, so long as Subtenant has complied with the terms and conditions of this Sublease. Tenant shall not terminate this Sublease.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One to the Sublease ___________________________________________________________________ Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One to the Sublease SEE INSERT ONE ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder. Notwithstanding any provision to the contrary, Sublessor's liability for damages to Sublessee shall not include and liability for consequential damages and shall be limited to the total amount of rent to be paid to Sublessor by Sublessee pursuant to this Sublease.

OTHER PROVISIONS OF SUBLEASE. This Sublease is subject and subordinate to the Master Lease. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One to any renewal or expansion rights set forth in the Sublease Master Lease. Sublessee assumes and agrees to perform the lessee's ’s obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessee shall indemnify Sublessor, and hold it harmless, from and against any and all claims, damages, losses, expenses and liabilities (including reasonable attorneys’ fees) incurred as a result of the non-performance, non-observance or non-payment of any of Sublessor’s obligations under the Master Lease which, as a result of this Sublease, became an obligation of Sublessee. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. In the event Sublessee shall be in default of any covenant of, or shall fail to honor any obligation under this Sublease, Sublessor shall have available to it against Sublessee all of the remedies available (a) to Lessor under the Master Lease in the event of a similar default on the part of Sublessor thereunder or (b) at law or in equity. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except for that Sublessee shall have no rights under the following: See attached Addendum One provisions of Rider No. 1 to the Sublease Master Lease. Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term Tenn to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 3 of this the Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided provided, however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage all damages suffered as a result of such termination, including, but not limited to, attorneys' fees and expenses. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated Incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, . Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One to the Sublease N/A . Sublessee assumes and agrees to perform the lessee's ’s obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One to the Sublease . Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee and Sublessor shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting non-defaulting party for the all damage suffered as a result of such termination. Notwithstanding the foregoing, if . If the Master Lease gives given Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder. If Sublessor exercises its option to renew the premises, Sublessee shall have the automatic right/option to extend the term of the sublease for two (2) thirty (30) day periods with written notice to Sublessor no later than May 31, 2000. The minimum rent shall be in an amount equal to the rent payable by the Sublessor in accordance with the Sublessor's negotiated renewal terms.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premisespremises, except for the following: See attached Addendum One to the Sublease Confederate Motors, Inc. Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee Sublessor to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting non-defaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises Premises, or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or of breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable Except to the extent made inapplicable (pursuant to section 16(b) below) or otherwise modified by the terms of this Sublease, all terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee thereunder (it being understood that Sublessor's obligation and ability to perform obligations of the lessee thereunder, and the Premises Lessor incorporated herein under the Master PremisesLease may be dependent upon the approval of and/or performance by Lessor, except for the following: See attached Addendum One to the Sublease Sublessee assumes over which Sublessor has no control). Sublessor and agrees Subleasee assume and agree to perform the lessee's their respective obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, Premises except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not to commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence use reasonable efforts in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee; provided however, that Sublessor shall not be liable to Sublessee for any failure of Lessor to perform its obligations under the Master Lease. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, Sublease provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage all damages suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not to constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, . Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One to the Sublease N/A . Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this the Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One to the Sublease Paragraph 17 Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations Obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such Such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One Paragraph 43-3 captioned "Right of First Refusal/Option on Additional Space", Paragraph 43-4 captioned "Option to Extend the Lease Term", Paragraph 43-6 captioned "Death or Retirement of Tenant's Partners", and Exhibit C Tenant Workletter, all as set forth in the Skyline Tower Lease Agreement dated September 14, 1984 and the addendums and exhibits thereto, and Paragraph 3 captioned "Space Pocket", Paragraph 6 captioned "Rental Abatement", Paragraph 7 captioned "Tenant Improvements", Paragraph 8 captioned "Right of First Refusal; Expansion Options", Paragraph 11 captioned "Rental Adjustment for Weatxxxxx Xxxce" and Paragraph 12 captioned "No Further Renewal Rights", all as set forth in the Lease Extension and Modification Agreement dated October 2, 1989. Notwithstanding anything to the Sublease contrary in the Master Lease, Sublessor shall not have any obligation to make tenant improvements to the Premises, except as expressly set forth in this Sublease, and Sublessee shall not have any right to expand the Premises or extend the Term. Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor Landlord under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 5 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor Landlord to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease not inconsistent herewith are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One to the Sublease . Sublessee assumes and agrees to perform the lesseeLessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Neither Sublessor nor Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall utilize its utmost best efforts and exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One to the Sublease not applicable. Sublessee assumes and agrees to perform the lessee's ’s obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All Except as expressly set forth herein, all applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, thereunder and Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One Sections 1, 2, 3, 5, 6 (a) and (b), 7, 9 (b), 10 (b), 12, 21 of the Master Lease, the First Amendment, Section 3 of the Third Amendment, the Fourth Amendment, the Sixth Amendment, the Seventh Amendment, the First Extension, the Second Extension and the Third Extension shall not be applicable to this Sublease, and the Sublease rights and obligations of the Tenant under Sections 10 and 11 of the Master Lease (except for any allocation to Tenant of moving expenses in a condemnation proceeding) shall be the rights and obligations of Sublessor. Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 5 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting non-defaulting party for the all damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One to the Sublease ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 B of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were was the lessor thereunder, Sublessee was the lessee thereunder, and the Premises were the Master Premises, except for the followingfollowing provisions under the Master Lease: See attached Addendum One Section 2.10 (Relocation), Section 3 (Rent), Section 5.10 (Hazardous Substances) as applicable to Sublessee only during the Term of this Sublease, and Rider 2 Section R2.1 (Security Deposit) as applicable to Sublessee only in regard to the amount of the Security Deposit set forth in Article 7 of this Sublease. Certain furniture and kitchen appliances shall remain in the Premises to be used by Sublessee as more particularly itemized in Exhibit A to this Sublease at no additional cost or expense to Sublessee. However, Sublessor shall continue to own the furniture at the end of the Term and Sublessee agrees to maintain the furniture and return same to Sublessee in substantially the same condition as received at the commencement of this Sublease, reasonable wear and tear excepted. Sublessee assumes and agrees to perform the lessee's Sublessor’s obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence commercially reasonable efforts in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting non-defaulting party for the damage actual damages (excluding consequential, incidental, punitive, indirect or special damages) suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder. If Sublessee fails to surrender all or any part of the Premises at the termination of this Sublease, occupancy of the Premises after termination shall be that of a tenancy at sufferance. Sublessee’s occupancy shall be subject to all the terms and provisions of the Master Lease, and Sublessee shall pay an amount (on a per month basis without reduction for partial months during the holdover) equal to 200% of the sum of the minimum rent set forth in Section 6 of the Sublease due for the period immediately preceding the holdover (“Holdover Rent”). No holdover by Sublessee or payment by Sublessee after the termination of this Sublease shall be construed to extend the Term or prevent Lessor or Sublessor from immediate recovery of possession of the Premises by summary proceedings or otherwise. If Lessor is unable to deliver possession of the Premises to a new tenant or to perform improvements for a new tenant as a result of Sublessee’s holdover and Sublessee fails to vacate the Premises within 15 days after notice from Lessor or Sublessor, Sublessee shall be liable to Sublessor and Lessor for all damages that Lessor actually suffers from the holdover in addition to the Holdover Rent set forth above.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except as set forth herein and except for the following: See attached Addendum One to the Sublease Sections 2.5, 4.2, 5.2, 7.1, 7.2 (b) (iv), 7.2 (c) (iv), 7.2 (e), 7.3, 10.9, 10.10, 10.11 and 10.12 are not applicable. Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent Rent is paid to Sublessor in accordance with Section 6 7 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence use reasonable efforts in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting non-defaulting party for the damage all damages suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease Leases are incorporated into and made a part of this Sublease as if (i) Sublessee were the tenant thereunder and (ii) Sublessor were the lessor landlord thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One to the Sublease . Sublessee assumes and agrees to perform the lessee's Tenant’s obligations under the Master Lease Leases during the Initial Term or any Renewal Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor Landlord under the Master Lease Leases shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 7 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master LeaseLeases. Sublessor shall exercise due diligence in attempting to cause Lessor Landlord to perform its obligations under the Master Lease Leases for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall Leases terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master LeaseLeases, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Leases give Sublessor any right to terminate the Master Lease Leases in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a partPremises, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All Except as noted elsewhere in this Sublease, all applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor Sublandlord were the lessor landlord thereunder, Sublessee Subtenant the lessee tenant thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One but incorporating such provisions herein shall not obligate Sublandlord to perform any maintenance or repair of or provide utilities or services to the Sublease Sublessee Premises or be responsible for any representations or warranties of Master Landlord under the Master Lease. Subtenant assumes and agrees to perform the lesseetenant's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor Master Landlord under the Master Lease shall be considered performed by Sublessee Subtenant to the extent and in the amount rent is paid to Sublessor Sublandlord in accordance with Section 6 5 of this Sublease. Sublessee Subtenant shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor Sublandlord any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building Building or project of which the Master Premises are a partotherwise, the exercise of such right by Sublessor Sublandlord shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions To the fullest extent possible, all provisions of the Master Lease are incorporated into and made a part which inure to the benefit of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except for Lessor and are by their nature imposed upon the following: See attached Addendum One party in possession of the Lease Premises shall inure to the Sublease Sublessee assumes benefit of and agrees to perform the lessee's obligations under be enforceable by Sublessor herein as against Sublessee. Additionally, when time periods are specified in the Master Lease during for the Term giving of notices from one party to the extent that such obligations other, they are applicable to the Premisesincorporated herein, except that the obligation time periods for the giving of notices from Sublessor to pay rent to Lessor Sublessee under this Sublease shall be the time periods specified in the Master Lease for the giving of notices from Master Lessor to Sublessor plus two business days, and the time periods for the giving of notices from Sublessee to Sublessor under this Sublease shall be considered performed by Sublessee to the extent and time periods specified in the amount rent is paid Master Lease for notices from Sublessor to Sublessor in accordance with Section 6 of this SubleaseMaster Lessor minus two business days. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. As more particularly described in Section 6 above, Sublessor shall will exercise due diligence in attempting to cause Master Lessor to perform its obligations under the Master Lease for the benefit of Sublessee, upon the request and at the expense of Sublessee. If the Master Lease terminatesterminates for reasons other than a breach by sublessor, at the option of either party, this Sublease shall will terminate and the parties shall will be relieved of any further liability or obligation under this Sublease, provided however, that if . If the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master LeaseSublease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such the termination, except that the defaulting party will have no liability to the nondefaulting party in the event the default was related to a failure by the nondefaulting party to comply with provisions of this Sublease. Notwithstanding Furthermore, immediately upon any Default by Sublessor or by Huffy Corporation under Section 36 below, (for which Sublessee’s remedy shall be limited as hereinafter set forth in subsection (ii)), Sublessee shall have the foregoing, if right to: (i) remedy Sublessor’s Default at Sublessor’s cost (provided that the Default is not the result of a breach of this Sublease by Sublessee); or (ii) terminate this Sublease. If the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Lease Premises or the building or project of which the Master Lease Premises are a part, Sublessee shall have the exercise of such exclusive right by Sublessor shall not constitute a default or breach hereunderto terminate the Master Lease and this sublease in its sole discretion.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One to the Sublease . Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform peform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee were the lessee Lessee thereunder, and the Premises were the Master Premises, except Premises thereunder. Except for the following: See attached Addendum One payment of rent thereunder, giving notice to or otherwise communicating with Lessor and as otherwise noted herein, Sublessee shall perform and observe all the Sublease Sublessee assumes agreements, covenants, conditions and agrees provisions to perform the lessee's obligations be performed and observed by Sublessor under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except as and when performance and observance is due and that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee or the Sublessor will have the right to the extent enforce such agreements, covenants, conditions and in the amount rent is paid to Sublessor in accordance with Section 6 of this Subleaseprovisions directly against Sublessee. Sublessee shall not commit or or, to the extent within its responsibilities under this Sublease, suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. The failure of Lessor to perform its covenants under the Master Lease shall not allow Sublessee to withhold, set-off or abate any rent or other amounts due hereunder; further, ix xx event shall Sublessor be liable to Sublessee for any damages, costs or expenses which Sublessee may incur by reason of Lessor's failure to perform its covenants under the Master Lease, provided that in either case Sublessor has exercised due diligence in attempting to cause Lessor to perform its obligations. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further future liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting non-defaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if If the Master Lease gives Sublessor any right to terminate the Master Lease in at Sublessor's option, Sublessor will not terminate the event Master Lease without the expressed written consent of the partial or total Sublessee. If the Master Lease gives Sublessor any right to renew the Master Lease at Sublessor's option, Sublessee shall have no right to require Sublessor to renew the Master Lease. If the Master Lease gives Sublessor the right of first offer, Sublessee shall have no right to require Sublessor to exercise the right of first offer. Sublessee shall have use of Sublessor's remaining furniture and fixtures (the "Equipment"). Sublessee shall, at its own expense, keep the Equipment in good working order and repair, reasonable wear and tear and prior conditions excepted, and, shall furnish all parts, mechanisms, and devices required to keep the Equipment in good working order, prior condition excepted. Sublessee hereby assumes all risk of loss, damage, destructiontheft, or condemnation destruction of the Master Premises or Equipment during the building or project of which Sublease. Sublessor shall either cause Lessor to provide all notifications under the Master Premises are a part, the exercise of such right Lease directly to Sublessee or shall deliver immediately upon receipt by Sublessor shall not constitute a default or breach hereunderto Sublessee all notifications received by Sublessor from Lessor.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One to There shall be an abatement of --------------------------------------- rent during the Sublease months of February 1 - March 31, 1997. --------------------------------------------------------------------------- Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master PremisesPremises thereunder, except for the following: See attached Addendum One Article 4 and Article 5, Anything contained in this Sublease to the Sublease contrary notwithstanding, Sublessee agrees that Sublessor shall have no obligation or responsibility whatsoever (i) to obtain or to maintain fire, “all risk”, casualty or any other property damage insurance or to make restorations or repairs after damage to the Building or the Premises by fire or other casualty, or after condemnation, (ii) to provide any of the services, including without limitation water, electricity, heating, ventilation, elevator, air conditioning or janitorial, required to be performed or furnished by Landlord under the Master Lease, (iii) to make the repairs or alterations required to be made by Landlord under the Master Lease or (iv) to perform any other related obligations under the Master Lease. Sublessee understands and agrees that each such obligation shall be provided or performed by Landlord and not by Sublessor; provided however that, where Sublessee notifies Sublessor that Landlord is not supplying services to the Premises as required under the Master Lease, Sublessor shall promptly request Landlord to provide such services. Sublessee assumes and agrees to perform the lessee's Sublessor’s obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See Sublessee is not leasing the entire demised premises but only the portion shown on Exhibit B attached Addendum One hereto. Sublessee shall pay in addition to rent, all costs related to phones including, but not limited to installation, monthly charges and removal of the Sublease system. Sublessee shall provide a certificate of insurance, pursuant to coverage required in the master lease. Sublessee shall be responsible for all costs associated with its own use of shipping and receiving. Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting non-defaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, part the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunderthereunder (provided that under no circumstance shall Sublessor be responsible or liable in any way for the failure of the Lessor to perform any acts required under the Master Lease or to supply any item, including, but not limited to, any utility or service to the subleased Premises and no such failure will in any way excuse Sublessee’s performance under this Sublease or entitle Sublessee to any abatement of rent or other charge, except as may be expressly permitted by the terms of the Master Lease), Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One to All sections of the Sublease summary except the definitions of Building, Premises, Project, Rentable Area of Premises, Rentable Area of Building and Rentable Area of Project and Permitted Use, the first and second paragraphs of Section 2, Section 4, Sections 38, 40, 43, 44 and Exhibit I of the Master Lease. Sublessee assumes and agrees to perform the lessee's ’s obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent Rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting use commercially reasonable efforts, at Sublessee sole cost, to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If Sublessor shall not enter into a voluntary termination of the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such terminationSublease Premises without Sublessee’s prior consent, not to be unreasonably withheld. Notwithstanding the foregoing, if Sublessor may assign or transfer the Master Lease without the consent of Sublessee and from and after the effective date of such transfer or assignment, Sublessee will look solely to such transferee or assignee for the performance of the obligation of Sublessor hereunder and Sublessor shall be released on all further obligations under this Sublease. If the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder. If the Master Lease terminates for any reason (other than a default by Sublessor under the Master Lease), this Sublease will terminate on the same date as the Master Lease, and Sublessor will have no liability to Sublessee on account of such termination. In all provisions of the Master Lease requiring tenant to submit, exhibit to, supply or provide Lessor with evidence, certificates, or any other matter or thing, Sublessee shall be required to submit, exhibit to, supply or provide, as the case may be, the same to both Lessor and Sublessor.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the this Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunderleasxx xxxreunder, Sublessee the lessee leasee thereunder, and the Premises the Master Premises, except for the following: (See attached Addendum One to the Sublease Addendum). Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to of the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to in the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage damages suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor Subleasor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One to the Sublease Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise execise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, ; except for the following: See attached Addendum One None. Sublessor shall deliver the Premises to the Sublease Sublessee in "broom clean" condition. Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting non- defaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One . With respect to the relationship between the Sublessor and the Sublessee, this Sublease will govern any conflict that may arise between the Sublease and the Master Lease. Sublessee assumes and agrees to perform the lessee's lessee obligations under the Master Lease lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 and Addendum A of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of SublesseeSublessee and shall use diligent efforts to obtain consents of Lessor required under the Master Lease. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting non-defaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder. Sublessor represents and warrants that the copy of the Master Lease provided to Sublessee is a true, complete and accurate copy of the Master Lease, and that Sublessor has the right, title, and authority to enter into this Sublease and to sublease the Premises to Sublessee, subject to obtaining the consent to Lessor. Sublessor agrees to keep the Master Lease I full force and effect throughout the full term of this Sublease, to perform all of its covenants and obligations thereunder ( (including without limitation the prompt and timely payment of all amounts payable to it pursuant to the terms of the Master Lease) to permit or suffer no amendment or modification thereto without the consent of the Sublessee and to do not act and to make no omission which might create a default or might occasion or permit the termination thereof. Sublessor shall not assign its interest under the Master Lease without written notice of such assignment to Sublessee. Sublessor shall deliver copies of all notices, including without limitation notices of default, given to or received from Lessor under the Master Lease, and Sublessee shall have the right, but not the obligation, to cure any default by Sublessor under the Master Lease, and to deduct from Rent any amounts reasonably paid in doing so.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor Sublandlord were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One to the Sublease Sublessee Landlord hereunder. Subtenant assumes and agrees to perform the lessee's Sublandlord’s obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Sublease Premises, including, but not limited to, procuring and maintaining the insurance policies required under the Master Lease, except that the obligation to pay rent to Lessor Master Landlord under the Master Lease shall be considered performed by Sublessee Subtenant to the extent and in the amount rent Rent is paid to Sublessor Sublandlord in accordance with Section 6 of this Sublease. Sublessee Subtenant shall not commit or suffer any act or omission that will would violate any of the provisions of the Master Lease. Sublessor Sublandlord shall exercise due diligence in attempting to cause Lessor Master Landlord to perform its obligations under the Master Lease for the benefit of SublesseeSubtenant but shall not be required to expend any cost or expense to do so without reimbursement. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, however that if the Master Lease terminates as a result of a default or breach by Sublessor Sublandlord or Sublessee Subtenant under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting non-defaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor Sublandlord any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building Building or project of which the Master Premises are a part, the exercise of such right by Sublessor Sublandlord shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the of Master Premises, except EXCEPT for the following: See attached Addendum One to the Sublease --------------------------------------------------------------------------- --------------------------------------------------------------------------- --------------------------------------------------------------------------- Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One Sections 2.3 and 2.4. In addition, Section 2.6 of the Master Lease shall be deemed to refer to Minimum rent as set forth in Section 7.1 above and Sections 2.7 and 2.8 of the Master Lease shall be deemed to be modified by the provisions of Section 7.2 above. In the event of any inconsistency between the provisions hereof and the provisions of the Master Lease, the provisions hereof shall govern. Notwithstanding the foregoing, it is the intent of the parties that Sublessee be responsible for all Minimum rent set forth in the Master Lease and all line items of Operating Costs set forth in the Master Lease, adjusted to a 2020 base year. Without limiting the generality of the foregoing, the holdover provisions set forth in Section 7.2 of the Master Lease shall apply to the Sublease obligations of Sublessee pursuant to this Sublease. To the extent Sublessee defaults under any of its obligations pursuant to this Sublease, the remedies set forth in Article 6 of the Master Lease, shall be applicable to any such default. Sublessee assumes and agrees to perform the lessee's ’s obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease Lease, including Base Rent, PJLOT Payments and Tenant’s Proportionate Share of Operating Costs, shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 7 of this Sublease. This Sublease is and shall at all times during the Term remain, subject and subordinate to the Master Lease (and to all matters to which the Master Lease is subject and subordinate), and Sublessee covenants that it shall conduct itself and its operations in and about the Premises so as not to cause Sublessor to be in default under the Master Lease and shall not commit commit, permit or suffer cause to be permitted in the Premises any act or omission that will which shall violate any of the provisions term or condition of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the direct and actual damage suffered as a result of such terminationtermination (specifically excluding consequential damages). Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, . or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One to the Sublease . Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, at Lessor option, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or and / or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage damages suffered as a result of such termination. If Sublessor should default on master leases, Sublessee shall continue under the terms stated herewithin. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder. 12.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One to the Sublease . Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee and Sublessor shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the all damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder. If Sublessor exercises its option to renew the premises, Sublessee shall have the automatic right/option to extend the term of the sublease for two (2) thirty (30) day periods with written notice to Sublessor no later than May 31, 2000. The minimum rent shall be in an amount equal to the rent payable by the Sublessor in accordance with the Sublessor's negotiated renewal terms.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One to the Sublease rental amounts stipulated herein. Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that Premises and the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Term. Neither Sublessor in accordance with Section 6 of this Sublease. nor Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting non-defaulting party for the damage suffered as a result of such termination. Notwithstanding It is expressly understood and agreed, however, that Sublessor is not in the foregoing, if position to render any of the services or to perform any of the obligations required of Sublessor by the terms of this Sublease which are the responsibility of the Lessor under the Master Lease gives Lease, and that performance by Sublessor any right to terminate of its obligations hereunder is conditioned upon due performance by Lessor of its corresponding obligations under the Master Lease Lease. It is further understood and agreed, therefore, that notwithstanding anything to the contrary contained in the event of the partial or total damagethis Sublease, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a be in default under this Sublease for failure to render such services or breach hereunderperform such obligations required of Sublessor by the terms of this Sublease which are the responsibility of the Lessor under the Master Lease, but Sublessor agrees to exercise due diligence to insure that Lessor performs said obligations as above provided. The terms "due diligence" shall not include legal action against Lessor for its failure to so perform unless Sublessee agrees to pay all costs and expenses incurred in connection therewith.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except for dollar amounts affecting prorata shares of the following: See attached Addendum One to the Sublease (1) premises, (2) term, (3) rent, (4) security deposit, (5) tenant improvements and alterations. Sublessee assumes and agrees to perform the lessee's ’s obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this tins Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.

OTHER PROVISIONS OF SUBLEASE. All applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises, except EXCEPT for the following: See attached Addendum One to the Sublease Each Sublessee assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation under this Sublease, provided however, that if the Master Lease terminates as a result of a default or breach by Sublessor or Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder.