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 . 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 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 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 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 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 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 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 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 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 Notwithstanding the provisions of Section 10 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 Sublease: (a) To clarify the obligation to pay rent to the Lessor under the Master Lease which is already set forth in Section 10 of the Sublease, the Sublessee shall pay to Sublessor and Sublessor shall pay to the Lessor under the Master Lease any additional rent as provided in Section IIIA(4) of the First Amendment to Lease dated April 29, 1996 between said Lessor under the Master Lease and Sublessor and such amount shall be considered performed based upon the Basic Rent under the Master Lease, not the Sublease. (b) All amounts payable as Tenant's Share of Operating Expenses pursuant to Section 4.2 of the Master Lease for the Term of the Sublease shall be payable by Sublessee to the extent Sublessor, and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease. a Sublessee shall not commit or suffer any act or omission that will violate any of have no obligation to make such payments directly to the provisions of Lessor under the Master Lease. Sublessor shall exercise due diligence in attempting will assert to cause the Lessor to perform its obligations under the Master Lease for any objection to Operating Expenses as contemplated by Section 4.2(b) of the benefit Master Lease as Sublessee may reasonably request and will cooperate in good faith with Sublessee to have such objection resolved to the reasonable satisfaction of Sublessee. If Sublessee requests that Sublessor assert any such objection, Sublessee will reimburse Sublessor for its reasonable, direct, out-of-pocket expenses ("Out-Of-Pocket Expenses") incurred in asserting the objection (excluding any allocation of general and administrative expense, overhead, employee salaries and the like). If Sublessor has the right to recover any of such expenses from the Lessor under the Master Lease terminatesand Sublessee requests that Sublessor do so, this Sublease Sublessor will assert its right to collect such expenses and, to the extent Sublessor has been reimbursed by Sublessee with respect thereto, Sublessor will pay over to Sublessee the amount so recovered. All Out-Of-Pocket Expenses incurred by Sublessor in asserting such rights will be reimbursed by Sublessee as provided above for expenses incurred in asserting objections to Operating Expenses. (c) Sublessee shall terminate and have no obligation to Sublessor or the parties shall be relieved of any further liability or obligation Lessor under this Sublease, provided however, that if the Master Lease terminates as a result with respect to any Hazardous Materials brought upon, stored, used, generated, released or disposed of a default on, under, from or breach about the Premises by Sublessor at any time or by another person prior to the Commencement Date. (d) Sublessee shall have no obligation to remove any alteration, decoration, fixture, addition, improvement or the like installed by Sublessor on the Premises or by the Lessor under this the Master Lease at the request of the Sublessor, notwithstanding the provisions of Section 7.3 and 15 and any other provision of the Lease to the contrary. (e) Sublessee's right to assign the Sublease and/or and to sublet the Premises shall be governed by Section 9 of the Sublease and by Article IX of the Master Lease incorporated by reference into the Sublease pursuant to Section 10 of the Sublease. (f) In the event of damage or destruction referred to in Article XI of the Master Lease or a taking referred to in Article XII of the Master Lease, then ; (i) Sublessor shall have no obligation to rebuild or restore the defaulting party shall be liable Building or the Project; (ii) Any decision by the Lessor under the Master to the nondefaulting party for the damage suffered as a result of such termination. Notwithstanding the foregoing, if terminate the Master Lease gives shall result in a concurrent termination of the Sublease; (iii) Sublessor any cannot terminate the Sublease unless the Lessor under the Master terminates the Master Lease or Sublessor has the right to terminate the Master Lease in accordance with its terms and elects to do so; (iv) If Sublessor has the event of right to terminate the partial Master Lease in accordance with the terms thereof, Sublessee will have the right to terminate the Sublease, whether or total damagenot Sublessor exercises its right to terminate the Master Lease, destructionbut such right to terminate under Article XI, if exercised, must be exercised not later than five business days before the last day by which Sublessor has the right to terminate the Master Lease; and (v) Any insurance proceeds or condemnation award payable to Sublessor under the Master Lease shall be payable to Sublessee under the Sublease, except to the extent that the amount of any payment is attributable to the difference between the rent under the Master Lease and the rent under the Sublease. (g) Sublessee is not assuming Sublessor's obligations to the Lessor under Sections 13.3 of the Master Premises or Lease with respect to the building or project financial statements of which Sublessor referred to therein, but said Section 13.3 is incorporated by reference into the Sublease pursuant to Section 10 of the Sublease so that it refers to the financial statements provided by Sublessee to Sublessor. (h) Sublessee will deliver to Sublessor an estoppel certificate as contemplated by Section 13.2 of the Master Premises are Lease upon 7 days prior written notice form Sublessor provided that, for this purpose, all reference in said Section 13.2 to "Tenant" shall be deemed to refer to "Sublessee", all references to "Landlord" shall be deemed to refer to "Sublessor" and all references to "this Lease" shall be deemed to refer to the Sublease. Sublessee shall have no other obligations with regard to said Section 13.2 and Sublessor shall continue to be obligated to deliver the estoppel certificate referred to therein to the Lessor under the Master Lease. (i) Sublessee does not assume any liability or obligation under the Master Lease arising out of or relating to any default by Sublessor thereunder, except to the extent that such default is caused by a partdefault by Sublessee in the performance of a corresponding covenant incorporated by reference into the Sublease. (j) Although Section 14.5 of the Master Lease is incorporated by reference in the Sublease as provided in Section 10 of the Sublease, the exercise thirty (30) day period of such right time referred to in said Section 14.5 shall be reduced to three (3) days as incorporated into the Sublease insofar as it relates to any breach of the Sublease by Sublessor shall involving the failure to pay money to Sublessee, the Lessor under the Master Lease or any other party or to any breach of the provisions of this Addendum. (k) Sublessee does not constitute a default or breach hereunderassume any obligation of Sublessor under the Master Lease set forth in Section 15.1, except to the extent the holdover of Sublessor under the Master Lease consists of the holdover of Sublessee under the Sublease. (l) The following additional sections of the Master Lease are not incorporated into the Sublease as provided in Section 10 of the Sublease and Sublessee is not assuming and agreeing to perform any of Sublessor's obligations with respect thereto: Sections 4.3, 14.8, Article XVI (to the extent that it relates to the giving of notices, elections, demands, consents, approvals and other communications), Article XIX and Sections 20.10, 22.3, and 22.4.

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 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 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 9.1 Except as provided in 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 "Lessor" thereunder and Sublessee the "Lessee" thereunder, except that (i) the following shall be excluded: paragraphs 1.1, 1.2, 1.4 - 1.10, inclusive, 4.1, 6.1, 8.2, 15, 17, 23, 48, 50-54 inclusive, 56, 58, 60, 64, 65; Exhibit C to the Master Lease; and each of the amendments to the Master Lease; and (ii) all references to "Lessor" in paragraphs 7.1, 8.4, 9 and 11.1 of the Master Lease shall be deemed to refer to Master Lessor. Notwithstanding the fact that a provision of the Master Lease is not made a part of this Sublease, this Sublease is nevertheless subject and subordinate to all of the terms of the Master Lease. 9.2 Sublessor represents to Sublessee that, as of the lessee thereunderEffective Date, (i) the Master Lease is unmodified and in full force and effect, (ii) Sublessor, to Sublessor's knowledge, is not in default under the Master Lease, (iii) to Sublessor's knowledge, no event has occurred or is occurring that would result in Sublessor's default under the Master Lease, and the Premises (iv) to Sublessor's knowledge, the Master PremisesLessor is not in default under the Master Lease. 9.3 Notwithstanding the foregoing incorporation of the Master Lease, except Sublessor shall not be responsible for the following: See attached Addendum One performance or the furnishing of any maintenance, repair, replacement or other obligations or services to be performed or furnished by Master Lessor under the Sublease Master Lease. Sublessor shall not be liable to Sublessee assumes and agrees to perform the lessee's obligations for any failure by Master Lessor under the Master Lease during to perform its obligations or to furnish any services or utilities to be furnished by Master Lessor under the Term Master Lease, nor shall such failure by Master Lessor under the Master Lease excuse performance by Sublessee of its obligations under this Sublease except to the extent that such obligations are the failure by Master Lessor excuses performance by Sublessor under the Master Lease. In no event shall Sublessor be deemed to have granted to Sublessee any right greater than Sublessor had the power to grant under the Master Lease. 9.4 Except as otherwise provided in this Sublease, Sublessee agrees to observe, comply with, and perform, all of the terms and conditions applicable to Sublessor as Tenant under the PremisesMaster Lease, except that the obligation to pay rent Rent to Master 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 of this Sublease. Sublessee shall not commit or suffer any act or omission by Sublessee or by any sub-sublessee or assignee of Sublessee, or by their respective employees, agents, contractors, representatives or invitees, 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. . 9.5 If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or obligation thereafter accruing under this Sublease, except as otherwise expressly provided howeverin the Master Lease or this Sublease. Notwithstanding the preceding sentence, 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 . 9.6 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 Project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach hereunder, provided that Sublessor shall give Sublessee written notice (the "Termination Notice") of Sublessor's intent to exercise such right of termination at least thirty (30) days in advance of such exercise, and any such exercise of the right to terminate by Sublessor further shall be subject to Sublessee's prior written approval, which shall not unreasonably be withheld. If, within twenty (20) days after receiving the Termination Notice, Sublessee fails to deliver to Sublessor its written disapproval of such termination by Sublessor (Sublessee's approval shall not unreasonably be withheld), Sublessee conclusively shall be deemed to have consented to such termination.

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 are incorporated into and made a part of this Sublease as if Sublessor were the lessor thereunder, Lessor and Sublessee the lessee thereunderLessee under the Master Lease, and the Premises the Master Premises, . In addition, a. Seven (7) underground parking spaces for Sublessee will be provided at a cost of $90.00 for each space per month. The rate will adjust if Lessor makes changes under the Master Lease. These spaces cannot be surrendered except for by mutual agreement between the parties. b. Sublessor will provide Sublessee the following: See attached Addendum One (i) Twenty (20) cubicles with associated desks and storage units. (ii) Two (2) executive wood furniture sets including wood desk, credenza and associated cabinet, (iii) Executive office furniture located in the large executive office with the private restroom. c. If Sublessor attempts to sublease any of its remaining space, it shall give fifteen (15) days advance written notice of its intentions to Sublessee and who will have the right of first refusal to assume Sublessor's remaining obligations under the Master Lease. Sublessee will have fifteen (15) days from the receipt of the Notice to exercise its right of first refusal. After these time frames have elapsed, the right of first refusal will expire. d. The employees and invitees of Sublessor shall, without additional consideration, have elevator access to the Sublease corridor and reception area under 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. 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 even 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 hereunderunder this Sublease. The parties agree to indemnify and hold the other harmless for all costs, losses, damages and the like resulting from such party's breach of any of the terms of the Master 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 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 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 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 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 . 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 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 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 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 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 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 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 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 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. 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 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 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 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 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, 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 . 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 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 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 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 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 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 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.

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 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 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 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 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 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 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 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 Except as may be inapplicable or inconsistent with the provisions of this Sublease, all applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease Sublease, as if Sublessor were the lessor Lessor thereunder, Sublessee the lessee Lessee thereunder, and the Subleased Premises the Master Premises, except for the following: See attached Addendum One to the Sublease and 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 Subleased Premises, except that all subject to the following exceptions: (i) the obligation to pay the specified rent amounts to Master Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount of rent is set forth in Section 5 of this Sublease when paid to Sublessor according to the terms herein; (ii) Sublessee shall not be required to deposit the Security Deposit with the Master Lessor under Section 8 of the Master Lease, but shall deposit any security deposit required under this Sublease (if applicable) to the Sublessor; (iii) Sublessee may not exercise Sublessor's audit rights under subsection 6.4.3 of the Master Lease, nor shall Sublessee request a change in accordance use of the Premises under subsection 9.1.1 of the Master Lease; (iv) Sublessee shall not have the right to terminate the Master Lease in the event of fire, casualty or eminent domain under section 16 or section 17 of the Master Lease, nor in any other event, and Sublessee shall not have the right to recover compensation for condemnation under subsection 17.3; (v) Sublessee shall not have the right to assert any claim based on an alleged default by Master Lessor, including without limitation any right to cure or recover damages from such default, under section 19 of the Master Lease; (vi) Sublessee shall not have the right to any signage afford to Sublessor under the Master Lease, including without limitation under section 29 of the Master Lease; (vii) Sublessee shall not have the right to perform Tenant Improvements or Tenant's Work as set forth in section 37 of the Master Lease; and (viii) Sublessee shall not have the right to: (a) exercise Sublessor's Option to Extend under section 38 of the Master Lease; (b) exercise Sublessor's Right of First Offer under section 39 of the Master Lease; or (c) exercise Sublessor's right to install, maintain and operate a generator under section 41 of the Master Lease. Notwithstanding the foregoing, Sublessee shall have no obligation to (i) cure any default of Sublessor under the Master Lease, (ii) perform any obligation of Sublessor under the Master Lease which arose prior to the Commencement Date and Sublessor failed to perform, (iii) repair any damage to the Subleased Premises caused by Sublessor, (iv) remove any alterations or additions installed within the Subleased Premises by Sublessor, (v) indemnify Sublessor with Section 6 respect to any negligence or willful misconduct of this SubleaseSublessor, its agents, invitees, employees or contractors or other subtenants of the Building other than Sublessee, or (vi) discharge any liens on the Subleased Premises or the Building which arise out of any work performed, or claimed to be performed, by or at the direction of Sublessor. Neither Sublessor nor Sublessee shall not violate any of the provisions of the Master Lease. Neither Sublessor nor Sublessee shall not commit or suffer any act or omission that will violate any of the provisions provision of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Master 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. Sublessee acknowledges and agrees that it shall have no option to renew this Sublease Agreement or extend the Term beyond the automatic extension period(s) set forth above in paragraph 4, and shall have no right of first refusal to any additional space or property.

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 Sublandlord were the lessor landlord thereunder, Sublessee Subtenant the lessee thereunder, and the Premises the Master Premises, except for the following: See attached Addendum One : (1) Sublandlord shall provide Subtenant with nine (9) keys and nine (9) card-keys. (2) At no cost to Subtenant, Subtenant shall be provided one (1) strip on the Sublease Sublessee outside monument sign, one (1) strip on the lobby directory, and building standard graphics on Subtenant's front entry, with directional graphics. (3) Sublandlord shall install a second exit and demising wall in the areas indicated on Exhibit "C". (4) Subtenant shall have an ongoing right of first refusal on approximately 3,196 rentable square feet of space indicated on Exhibit "C". If a third party tenant wishes to lease said space, Subtenant shall have five (5) business days to accept or reject the refusal space upon the said terms and conditions of the third party offer. (5) Sublandlord shall donate all furniture listed in Exhibit "D" to Subtenant. (6) The cost for use of HVAC beyond the normal business hours stated in the Lease is $25.00 per hour. Subtenant assumes and agrees to perform the lesseelandlord'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 Subtenant to the extent and in the amount 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 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 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 master Premises are a part, the exercise of such right by Sublessor Sublandlord shall not constitute a default or breach hereunder, and the subtenant shall be relieved of any further obligation under 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 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 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 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. 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 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. 10.2 Sublessee shall indemnify, defend, and hold harmless Sublessor from and against all costs, expenses (including reasonable attorneys’ fees), fines, suits, claims, demands, liabilities and actions resulting from any breach, violation or nonperformance of any covenant or condition hereof or from the use or occupancy of the Subleased Premises by Sublessee or Sublessee’s employees, agents, contractors, licensees and invitees. 10.3 Sublessor shall not be liable to Sublessee or Sublessee’s employees, agents, contractors, licensees or invitees for any damage to person or property resulting from any act or omission of any visitor to the Subleased Premises except as Sublessor’s own negligence may contribute thereto. 10.4 Provided Sublessee has performed all of the terms, covenants, agreements and conditions of this Sublease, including the payment of rental and all other sums due hereunder, Sublessee shall peaceably and quietly hold and enjoy the Subleased Premises against Sublessor and all persons claiming by, through or under Sublessor, for the Term herein described, subject to the provisions and conditions of this Sublease and the Master Lease. 10.5 No amendment, modification or alteration of the terms hereof shall be binding unless the same shall be in writing, dated subsequent to the date hereof and duly executed by the parties. 10.6 Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Sublease. Whenever the context of this Sublease requires, words used in the singular shall be construed to include the plural and vice versa and pronouns of whatsoever gender shall be deemed to include and designate the masculine, feminine or neuter gender. 10.7 For the convenience of the parties, any number of counterparts of this Sublease may be executed by one or more parties hereto and each such executed counterpart shall be, and shall be deemed to be, an original instrument. 10.8 This Sublease shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns in accordance with the terms of this Sublease. 10.9 Time is of the essence in the performance by Sublessee of its obligations hereunder. 10.10 Sublessee shall have no right, and Sublessee hereby waives and relinquishes all rights which Sublessee might otherwise have, to claim any nature of lien against the Building or to withhold, deduct from or offset against any rent or other sums to be paid to Sublessor by Sublessee, except as expressly provided under this Sublease. 10.11 Sublessor shall have all rights and remedies against Sublessee as Landlord has against Tenant in the Master Lease. All rights and remedies of Sublessor hereunder shall be cumulative and none shall exclude any other rights or remedies allowed by law; and this Sublease is declared to be a Texas contract, performable in Xxxxxx County, Texas, and all of the terms hereof shall be construed according the laws of the State of Texas. 10.12 The terms and provisions of all Schedules and Exhibits described herein and attached hereto are hereby made a part hereof for all purposes. This Sublease constitutes the entire agreement of the parties with respect to the subject matter hereof, and all prior correspondence, memoranda, agreements or understandings (written or oral) with respect hereto are merged into and superseded by this Sublease. 10.13 If any terms or provision of this Sublease, or the application thereof to any person or circumstance, shall to any extent be invalid or unenforceable, the remainder of this Sublease, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each provision of this Sublease shall be valid and shall be enforceable to the extent permitted by law. 10.14 This Sublease shall not be recorded without the prior written consent of Sublessor. 10.15 In the event Sublessee defaults under any provision of this Sublease, Sublessee shall, within ten (10) days after Sublessor’s written request therefor (which written request shall be sent to Sublessee within thirty (30) days after Sublessor obtains actual knowledge of the default), deliver to Sublessor the Sublessee’s latest annual audited financial statements (which shall be for the year ending within 12 months prior to the date of the request) and the most recent unaudited quarterly financial statements. Sublessor and Landlord will agree to keep the information contained therein confidential and will not make any disclosure thereof except to a prospective purchaser of the Building or a prospective mortgagee of same, or as required by law. 10.16 In case of any breach hereof by Sublessee, in addition to all other rights of Sublessor hereunder or available to Sublessor at law or in equity, Sublessor shall have all rights against Sublessee as would be available to the Landlord under the Master Lease if such breach were by Sublessor thereunder. In the event Sublessee defaults in the performance of any of the terms and provisions hereof and Sublessor places the enforcement of this Sublease in the hands of an attorney, Sublessee agrees to reimburse Sublessor for all reasonable expenses incurred by Sublessor as a result thereof, including, but not limited to, reasonable attorneys’ fees. 10.17 Sublessee acknowledges that, by the Commencement Date, Sublessor will have terminated any and all utility and service contracts pertaining to Sublessor’s occupancy of the Subleased Premises, and Sublessee shall be solely responsible for obtaining any similar utility and/or service contracts pertaining to Sublessee’s occupancy of the Subleased Premises. 10.18 Notwithstanding anything in this Sublease or in the Master Lease to the contrary, Sublessee shall cooperate as may be necessary to provide estoppel certificates pertaining to the Subleased Premises as the same may be requested of Sublessee by Landlord or Sublessor. 10.19 Sublessee shall have the right to use any of Sublessor’s existing wiring, data and telephone cabling present in the Subleased Premises on the Commencement Date.

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 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 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 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 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 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 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 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 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 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. (a) 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 thereunderlessee, and the Subleased Premises the Master Premises, except for the following: See attached Addendum One Section 2; Section 3 (but only to the Sublease extent that the Base Rent payable under the Master Lease differs from the Rent set forth herein); Section 32; Section 38; Section 39; Addendum Sections 1-3, Section 5, Addendum Sections 9-10; Section 11(a); Amendment No. 2 to Lease (in its entirety); Amendment No. 1 to Lease (except to the extent that such amendment extended the term of the Master Lease); and Amendment No. 3 to Lease (in its entirety). (b) Sublessee assumes and agrees to perform the lesseeLessee's obligations under the Master Lease during the Term to the extent that such these obligations are applicable to the Subleased Premises. However, except that the obligation to pay rent and operating costs to Master Lessor under the Master Lease shall will be considered performed by Sublessee to the extent and in the amount rent is and operating costs are paid to Sublessor in accordance with Section 6 4 of this Sublease. . (c) Sublessee shall will not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. 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. . (d) If the Master Lease terminates, at the option of Master Lessor, 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 or Sublessee 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 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 will not constitute a default or breach hereunderbreach. (e) If Sublessor fails to cure any default by Sublessor in the performance of its obligations, covenants and agreements under this Sublease Agreement, including without limitation Sublessor's obligation to perform its obligations under the Master Lease, either within ten (10) days in the case of a payment default under this Sublease Agreement or the Master Lease, or within thirty (30) days after written notice of such default from Sublessee in the case of other defaults, Sublessee shall have the right, but not the obligation, to cure any such default and to thereafter be reimbursed by Sublessor for the reasonable costs incurred in effecting such cure and by reason of such default by Sublessor. (f) Sublessor shall not amend or otherwise modify the Master Lease in a manner that would adversely affect the Subleased Premises, Sublessee's use or occupancy thereof (or its use of the Common Areas), or Sublessor's or Sublessee's rights or obligations under this Sublease Agreement without the prior written consent of Sublessee, which shall not be unreasonably withheld. (g) Sublessor shall provide to Sublessee, promptly upon receipt thereof, copies of any notices from the Master Lessor that are relevant to Sublessee's use or occupancy of the Subleased Premises, the conduct of Sublessee's business thereon, or Sublessee's rights and obligations under this Sublease Agreement, including without limitation copies of any notices stating that Sublessor is in default of its obligations under the Master 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 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 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 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 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 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 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. 21.1 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 Sublessee, the lessee Tenant 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 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 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 obligation 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. 21.2 This Sublease may not be extended, renewed, terminated (other than in accordance with the terms hereof), or by otherwise modified except by an instrument in writing signed by the Party whom enforcement of any such modification is sought. 21.3 Lessor shall have the same meaning as Landlord as defined in the Master Lease and Lessee shall have the same meaning as Tenant as defined in the Master Lease and both terms may be used interchangeably in 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 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 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.

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 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 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.