Common use of Sublease Clause in Contracts

Sublease. Subject to the terms and conditions of this Sublease and the Master Lease, Sublandlord hereby leases to Subtenant and Subtenant leases from Sublandlord the Sublease Premises together with all rights appurtenant thereto, including the non-exclusive right to use the Common Areas of the Building as provided for under the Master Lease. Subtenant acknowledges and agrees that Subtenant shall have no right to, and shall not, use or occupy any portions of the Premises other than the Sublease Premises except as set forth herein. Sublandlord and Subtenant each agree and acknowledge that (a) it is their intent that, except as may be specifically excluded under this Sublease, Subtenant shall keep and observe all of the obligations and covenants under the Master Lease applicable to Sublandlord as such obligations and covenants apply to the Sublease Premises during the Sublease Term, and (b) unless specifically set forth herein, Sublandlord shall have no obligation or liability to perform any of the obligations or liabilities of Master Landlord under the Master Lease as the lessor of the Sublease Premises and Master Landlord shall be solely responsible for providing all services and performing all duties and obligations of the Master Landlord under the Master Lease with respect to the Sublease Premises; provided that Sublandlord will use commercially reasonable efforts, at the sole cost and expense of Subtenant, to cooperate with Subtenant in enforcing the terms of the Master Lease. Sublandlord shall not voluntarily surrender or terminate the Master Lease with respect to the Sublease Premises (as the same exists from time to time), and will not terminate the Master Lease with respect to the Offer Space (as defined below) without first offering such space to Subtenant pursuant to Section 24 below. Upon receipt of any notice from Master Landlord relating to the Sublease Premises, Sublandlord shall promptly deliver a copy of such notice to Subtenant in accordance with the terms and conditions of Section 25(a) below.

Sublease. Subject Section 5.3 of the Lease is hereby amended and restated as follows: (a) Lessor acknowledges that pursuant to the terms of that certain Sublease Agreement dated as of June 26, 1996 (the “Sublease”), Lessee subleased that certain part of the premises shown in cross-hatched on Exhibit “B” thereto (the “Subparcel”) to Sargasso Corporation, an affiliate of Wimar Tahoe Corporation (the “Subtenant”). Lessee represents and warrants to Lessor that said Sublease is in full force and effect and has not been amended, and that the Sublease shall not be amended without the prior, written consent of Lessor. Lessor’s consent shall not be unreasonably withheld provided that such proposed amendment does not (i) materially reduce the value of the overall Premises, (ii) adversely affect Lessor’s right to terminate as provided for in (c) below, (iii) adversely affect or diminish any other rights of Lessor under the Lease, or (iv) adversely affect or diminish Lessee’s obligations to Lessor under the Lease. (b) Lessee shall have the right (with the prior, written consent of Lessor) to sublease up to two and one-half acres (including the Subparcel) to Wimar Tahoe Corporation or any affiliate of Wimar Tahoe Corporation on such terms and conditions as Lessee determines are acceptable in its reasonable business judgment but only for the purpose of developing, constructing and operating an additional or expanding or modifying an existing motel, hotel, restaurant, bar, business office, entertainment facilities for the performing arts, or other related facilities on the additional subparcel; provided, however, the additional subparcel will not be utilized in any way for gaming purposes or operations, except that which is operated at the Premises by the Lessee (or the Lessor and his assigns if this Lease is terminated). Any motel or hotel shall be constructed and maintained as a quality facility similar to hotels and motels operated under nationally-known franchises which charge the same rates as subtenant. Any restaurant or bar shall be constructed and maintained as a quality facility. Subtenant shall agree to keep all facilities in good condition and repair, excepting ordinary wear and tear, and such covenant shall be enforceable by Lessor. Subtenant and Lessee shall share parking availability on the Premises as agreed in the additional sublease. (c) In the event that this Lease is terminated for any reason, Lessee agrees that the Sublease (and any renewal or extension thereof) and any additional sublease entered into by Lessee pursuant to 5.3(b) above shall be terminated simultaneously with the termination of this Lease. Lessee and Subtenant agree that they shall execute an amendment to the Sublease substantially in the form attached as Exhibit “A” hereto, the terms of which are incorporated herein by reference, simultaneously with the execution of this Second Amendment. Moreover, in the event Lessee shall enter into an additional sublease as provided for in 5.3(b) above, Lessee agrees that such additional sublease shall include a provision that it shall be terminated simultaneously with the termination of this Lease. (d) Subtenant and any additional subtenant (as provided for in 5.3(b) above) shall have the right to grant a mortgage on or assign under a deed of trust all of such subtenant’s sublease interest in such subparcel upon the terms and conditions set forth in Section 12 of this Sublease and the Master Lease, Sublandlord hereby leases to Subtenant and Subtenant leases from Sublandlord the Sublease Premises together with all rights appurtenant thereto, including the non-exclusive right to use the Common Areas of the Building as provided for under the Master Lease. Subtenant acknowledges and agrees that Subtenant shall have no right to, and shall not, use or occupy any portions of the Premises other than the Sublease Premises except as set forth herein. Sublandlord and Subtenant each agree and acknowledge that (a) it is their intent that, except as may be specifically excluded under this Sublease, Subtenant shall keep and observe all of the obligations and covenants under the Master Lease applicable to Sublandlord as such obligations and covenants apply to the Sublease Premises during the Sublease Term, and (b) unless specifically set forth herein, Sublandlord shall have no obligation or liability to perform any of the obligations or liabilities of Master Landlord under the Master Lease as the lessor of the Sublease Premises and Master Landlord shall be solely responsible for providing all services and performing all duties and obligations of the Master Landlord under the Master Lease with respect to the Sublease Premises; provided that Sublandlord will use commercially reasonable efforts, at the sole cost and expense of Subtenant, to cooperate with Subtenant in enforcing the terms of the Master Lease. Sublandlord shall not voluntarily surrender or terminate the Master Lease with respect to the Sublease Premises (as the same exists from time to time), and will not terminate the Master Lease with respect to the Offer Space (as defined below) without first offering such space to Subtenant pursuant to Section 24 below. Upon receipt of any notice from Master Landlord relating to the Sublease Premises, Sublandlord shall promptly deliver a copy of such notice to Subtenant in accordance with the terms and conditions of Section 25(a) below.

Sublease. Subject Sublessor hereby subleases the entire Premises to Subtenant upon the terms and conditions set forth in this Sublease Agreement. Possession of the Premises shall be delivered to Subtenant in its “as is” condition by Sublessor. Notwithstanding anything to the contrary contained in this Sublease Agreement or the Master Lease, Subtenant shall be required to surrender the Premises at the end of the term of this Sublease Agreement in good condition and repair, in the condition in which it was delivered to Subtenant, reasonable wear and tear excepted; provided, however, Subtenant shall not have any obligation to make any repairs to any portion of the Premises that was out of repair on the date the Premises will be delivered to Subtenant. As an inducement to enter into this Sublease Agreement, provided Subtenant is not in default under this Sublease Agreement, Sublessor shall provide Subtenant with an “Improvement Allowance” in the total amount of Forty Thousand and 00/100 Dollars ($40,000.00) to be used towards the construction costs associated with Subtenant’s improvements in the Premises (“Subtenant’s Work”), which Subtenant’s Work shall be performed in accordance with plans and specifications mutually approved by Sublessor and Subtenant, and shall otherwise be subject to the applicable alterations provisions of this Sublease Agreement and the Master Lease, Sublandlord hereby leases . The Improvement Allowance shall be paid directly to Subtenant and Subtenant leases from Sublandlord the Sublease Premises together with all rights appurtenant thereto, including the non-exclusive right to use the Common Areas within thirty (30) days after (a) Sublessor has received a detailed breakdown of the Building cost of the Subtenant’s Work, (b) Sublessor has received an affidavit from Subtenant’s contractor stating that all contractors, subcontractors, materialmen, suppliers, architects, engineers, and all other persons performing work or supplying materials and/or services in connection with Subtenant’s Work have been paid in full and have waived all liens and claims arising as provided a result of such work, (c) Sublessor has received notarized original final unconditional lien waivers for under all contractors, subcontractors, materialmen, suppliers and all other persons performing work or supplying materials in connection with Subtenant’s Work, (d) if applicable, the Master presentation by Subtenant to Sublessor of a certificate of occupancy issued by the appropriate governmental authority indicating that Subtenant’s construction work was performed in accordance with local and state codes, which work must be completed in accordance with the plans approved by Sublessor, (e) Subtenant shall not be in arrears with regard to any rent or other charges which may be due or owing or otherwise in default of this Sublease Agreement or the AbSci Direct Lease. Subtenant acknowledges , and agrees that (f) Subtenant shall have no right to, and shall not, use or occupy any portions of the Premises other than the Sublease Premises except as set forth herein. Sublandlord and Subtenant each agree and acknowledge that (a) it is their intent that, except as may be specifically excluded under this Sublease, Subtenant shall keep and observe all of the obligations and covenants under the Master Lease applicable to Sublandlord as such obligations and covenants apply to the Sublease Premises during the Sublease Term, and (b) unless specifically set forth herein, Sublandlord shall have no obligation or liability to perform any of the obligations or liabilities of Master Landlord under the Master Lease as the lessor of the Sublease Premises and Master Landlord shall be solely responsible for providing all services and performing all duties and obligations of the Master Landlord under the Master Lease commenced paying Base Rent with respect to the Premises. Notwithstanding anything in the Sublease Premises; provided that Sublandlord will use commercially reasonable efforts, at the sole cost and expense of Subtenant, to cooperate with Subtenant in enforcing the terms of the Master Lease. Sublandlord shall not voluntarily surrender or terminate the Master Lease with respect Agreement to the contrary, if the Sublease Premises (as the same exists from time to time), and will not terminate the Master Lease with respect Agreement is terminated prior to the Offer Space Expiration Date (as defined below) without first offering such space ), Subtenant shall pay to Subtenant pursuant to Section 24 below. Upon receipt of any notice from Master Landlord relating Sublessor a sum equal to the unamortized portion of the Improvement Allowance, calculated on a straight-line basis over the initial term of this Sublease PremisesAgreement and including an eight percent (8.00%) per annum interest rate. Any portion of the Improvement Allowance not applied for by Subtenant within nine (9) months of the Commencement Date shall accrue to the sole benefit of Sublessor, Sublandlord it being understood that Subtenant shall promptly deliver a copy of such notice not be entitled to Subtenant any credit, abatement or other concession in accordance with the terms and conditions of Section 25(a) belowconnection therewith.

Sublease. Subject The parties agree and acknowledge that, notwithstanding anything to the contrary set forth elsewhere in this Sublease: (a) Sublandlord is leasing the Premises to Subtenant pursuant to the Prime Lease with the Prime Landlord, and this Sublease is a sublease and is subject to all of the terms and conditions provisions of the Prime Lease. (b) If the Prime Lease terminates for any reason, then this Sublease shall automatically terminate, provided that the foregoing shall not prevent a party hereto from exercising its rights and remedies set forth herein on account of a wrongful termination of the Prime Lease caused by the other party. (c) This Sublease shall be of no force and effect until such time as the consent of the Prime Landlord is obtained in writing. (d) Sublandlord will exercise reasonable diligence in enforcing the obligations of the Prime Landlord under the Prime Lease where the Prime Landlord’s failure to perform such obligations would have a material adverse effect on Subtenant’s use and occupancy of the Premises as provided herein; provided that Sublandlord shall not be responsible for any acts of omissions of, or other circumstances caused by, the Prime Landlord. (e) Sublandlord will not modify the Prime Lease in way that would have a material adverse effect on Subtenant’s use and occupancy of the Premises as provided herein. (f) Sublandlord will not allow the Prime Lease to terminate by reason of the Sublandlord’s acts or omissions that did not result from the acts or omissions of Subtenant in violation of this Sublease. (g) In the event any action of Subtenant under this Sublease shall require the Prime Landlord’s consent, permission or approval (whether pursuant to this Sublease or the Prime Lease) then, promptly following Sublandlord’s receipt of a written request by Subtenant for such consent, permission or approval, Sublandlord will forward the request to the Prime Landlord; provided that Sublandlord shall have no liability to Subtenant for Prime Landlord’s failure to give or for Prime Landlord’s delay in giving any such consent, permission or approval. (h) Sublandlord will promptly provide Subtenant with copies of all notices of default under the Prime Lease sent to or from the Sublandlord. (i) Subtenant shall not do, suffer or permit any act or omission under this Sublease or with respect to the Premises that would result in a default or breach of the Sublandlord’s obligations under the Prime Lease. (j) In the event of any conflict between the terms of this Sublease and the Master terms of the Prime Lease, Sublandlord hereby leases to Subtenant and Subtenant leases from Sublandlord the Sublease Premises together with all rights appurtenant thereto, including the non-exclusive right to use the Common Areas of the Building as provided for under the Master Lease. Subtenant acknowledges and agrees that Subtenant shall have no right to, and shall not, use or occupy any portions of the Premises other than the Sublease Premises except as set forth herein. Sublandlord and Subtenant each agree and acknowledge that (a) it is their intent that, except as may be specifically excluded under this Sublease, Subtenant shall keep and observe all of the obligations and covenants under the Master Lease applicable to Sublandlord as such obligations and covenants apply to the Sublease Premises during the Sublease Term, and (b) unless specifically set forth herein, Sublandlord shall have no obligation or liability to perform any of the obligations or liabilities of Master Landlord under the Master Lease as the lessor of the Sublease Premises and Master Landlord shall be solely responsible for providing all services and performing all duties and obligations of the Master Landlord under the Master Lease with respect to the Sublease Premises; provided that Sublandlord will use commercially reasonable efforts, at the sole cost and expense of Subtenant, to cooperate with Subtenant in enforcing the terms of the Master Lease. Sublandlord this Sublease shall not voluntarily surrender or terminate the Master Lease with respect to the Sublease Premises (as control unless the same exists from time to time), and will not terminate would result in a violation of the Master Lease with respect to the Offer Space (as defined below) without first offering such space to Subtenant pursuant to Section 24 below. Upon receipt of any notice from Master Landlord relating to the Sublease Premises, Sublandlord shall promptly deliver a copy of such notice to Subtenant in accordance with the terms and conditions of Section 25(a) belowPrime Lease.

Sublease. Subject TENANT may sublease a portion of the Leased Premises or TENANT's improvements on the Leased Premises and/or grant a license or licenses or concession or concessions within the Leased Premises without the consent of LANDLORD provided that: (i) Any subtenant, licensee or concessionaire does not occupy more than fifteen (15%) percent of the Leased Premises; (ii) Such use is permitted by PARAGRAPH NUMBERED 3 of this Lease; (iii) TENANT has executed a sublease agreement with subtenant which specifically provides for record keeping and reporting as set forth in the last PARAGRAPH NUMBERED 29(F) hereof. (iv) TENANT gives LANDLORD prior written notice of such subletting and/or concession or license, and a copy of those portions of the subletting or concession/licensing documents relevant to the immediately preceding Section (iii) and the name, address, and telephone number of the sublessee, licensee or concessionaire. TENANT shall not sublease all or any part of the unimproved property within the Leased Premises without first obtaining LANDLORD's consent. Any such sublease without LANDLORD's written consent shall be voidable and, at LANDLORD's election, shall constitute a default. LANDLORD shall have the right to approve or disapprove any such proposed sublease in LANDLORD's discretion. In the event of a sublease, the term of the sublease shall not extend beyond the term of this Lease and any and all subleases shall contain an attornment provision whereby the Sublessee shall recognize TENANT's successor in interest and a non-disturbance provision whereby TENANT's successor shall recognize the sublease so long as the Sublessee is not in default thereunder and shall otherwise be expressly made subject to all the terms and covenants and conditions of this Sublease and the Master Lease, Sublandlord hereby leases to Subtenant and Subtenant leases from Sublandlord the Sublease Premises together with all rights appurtenant thereto, including the non-exclusive right to use the Common Areas of the Building as provided for under the Master Lease. Subtenant acknowledges and agrees that Subtenant shall have no right to, and shall not, use or occupy any portions of the Premises other than the Sublease Premises except as set forth herein. Sublandlord and Subtenant each agree and acknowledge that (a) it is their intent that, except as may be specifically excluded under this Sublease, Subtenant shall keep and observe all of the obligations and covenants under the Master Lease applicable to Sublandlord as such obligations and covenants apply to the Sublease Premises during the Sublease Term, and (b) unless specifically set forth herein, Sublandlord shall have no obligation or liability to perform any of the obligations or liabilities of Master Landlord under the Master Lease as the lessor of the Sublease Premises and Master Landlord shall be solely responsible for providing all services and performing all duties and obligations of the Master Landlord under the Master Lease with respect to the Sublease Premises; provided that Sublandlord will use commercially reasonable efforts, at the sole cost and expense of Subtenant, to cooperate with Subtenant in enforcing the terms of the Master Lease. Sublandlord shall not voluntarily surrender or terminate the Master Lease with respect to the Sublease Premises (as the same exists from time to time), and will not terminate the Master Lease with respect to the Offer Space (as defined below) without first offering such space to Subtenant pursuant to Section 24 below. Upon receipt of any notice from Master Landlord relating to the Sublease Premises, Sublandlord shall promptly deliver a copy of such notice to Subtenant in accordance with the terms and conditions of Section 25(a) below.

Sublease. Subject 18.1 Except as otherwise stipulated herein, without the prior written consent of the Lessor, the Lessee shall not sublease the Property or its any part to any third party or authorize it to use, nor dispose any or all rights and benefits hereunder, otherwise, the sublease or disposal shall be void and invalid. Notwithstanding the above provisions, the Lessee can sublease to any entity controlling it or it controls or under common control with it (hereinafter referred to as the “Lessee’s Affiliate”) or authorize it to use, upon prior notice to the terms Lessor, and conditions of this Sublease it shall ensure that such Affiliate comply with any and all provisions hereunder, and the Master LeaseLessee shall assume the joint and several guarantee for the obligation and liability of such Affiliate. Where the lessee intends to sublease the Property, Sublandlord hereby leases it shall submit the written application to Subtenant the Lessor for such sublease. 18.2 Whether the Lessor has approved such sublease or not, the Lessee and Subtenant leases from Sublandlord the Sublease Premises together with guarantor (if any) shall still assume all rights appurtenant thereto, including their liabilities and obligations hereunder. Where the non-exclusive right to use Lessee sublease the Common Areas Property upon the prior written notice of the Building Lessor, the Lessee shall request and ensure the subleasee to perform the liabilities and obligations as provided for under same as the Master Lease. Subtenant acknowledges Lessee’s obligations hereunder (except the rental and agrees the property & Facility Management Fees, but, regardless the agreement between the Lessee and the subleasee such fees, the Lessee shall ensure that Subtenant shall have the fund received by the Lessor is no right toless than the amount stipulated hereunder). 18.3 Where the Property is subleased or the Lessee’s rights and interests hereunder is pledged, and shall notmortgaged or collateralized, use or occupy the Property is wholly or partly occupied by any portions of the Premises third person other than the Sublease Premises except as set forth hereinLessee, the Lessor could request the sublessee, the pledgee, the mortgagee or any other party who occupies the Property to directly perform such obligations, in the case that the Lessee has any default hereunder. Sublandlord The Lessor shall have the right to directly issue the invoice to the sublessee, the pledgee, the mortgagee or any other party who occupies the Property. Where the Lessee has received such rental and Subtenant each agree and acknowledge that (a) Property & facility management fees before it is their intent thatperforms its relevant payment obligation hereunder, except as may be specifically excluded under this Sublease, Subtenant the Lessee shall keep and observe all hold such rental on behalf for the benefits of the obligations Lessor, and covenants under the Master Lease applicable to Sublandlord as such obligations and covenants apply promptly transfer to the Sublease Premises during Lessor. However, the Sublease TermLessor’s request on direct performance of obligation by the sublessee, and (b) unless specifically set forth hereinthe pledgee, Sublandlord shall have no obligation the mortgagee or liability to perform any other party who occupies the Property, or collection of the obligations rental and Property & Facility Management Fees, issuance of the invoice or liabilities the use of Master Landlord under the Master Lease rental and Property & facility management fees shall not be deemed as the lessor Lessor’s consent on the Lessee’s assignment of the Sublease Premises and Master Landlord shall be solely responsible for providing all services and performing all this Contract, or waive on such clauses or rights, or release of Lessee’s further performance of its promises, duties and or obligations of the Master Landlord under the Master Lease with respect to the Sublease Premises; provided that Sublandlord will use commercially reasonable efforts, at the sole cost and expense of Subtenant, to cooperate with Subtenant in enforcing the terms of the Master Lease. Sublandlord shall not voluntarily surrender or terminate the Master Lease with respect to the Sublease Premises (as the same exists from time to time), and will not terminate the Master Lease with respect to the Offer Space (as defined below) without first offering such space to Subtenant pursuant to Section 24 below. Upon receipt of any notice from Master Landlord relating to the Sublease Premises, Sublandlord shall promptly deliver a copy of such notice to Subtenant in accordance with the terms and conditions of Section 25(a) belowhereunder.

Sublease. Subject Prior to subleasing any portion of the Leased Property, Tenant must enter into a sublease license agreement with MAC. Tenant shall be responsible for all activities of any Subtenant(s), and shall assure that any and all sublease(s) are made subject and subordinate to this Lease. No sublease shall extend beyond the Term of this Lease. Every Subtenant is subject to all of the terms and conditions of this Sublease and the Master Lease, Sublandlord hereby leases to Subtenant and Subtenant leases from Sublandlord the Sublease Premises together with all rights appurtenant thereto, including the non-exclusive right provisions of this Lease which permit MAC to use the Common Areas terminate this Lease (which would result in a termination of the Building as provided for under the Master Lease. Subtenant acknowledges and agrees that Subtenant shall have no right to, and shall not, use sublease) if Tenant defaults in its performance of one or occupy any portions more of the Premises other than the Sublease Premises except as set forth herein. Sublandlord and Subtenant each agree and acknowledge that (a) it is their intent that, except as may be specifically excluded Tenant’s obligations under this Sublease, Lease (whether or not the Subtenant shall keep and observe all of the obligations and covenants is in default under the Master Lease applicable to Sublandlord as such obligations and covenants apply to the Sublease Premises during the Sublease Term, and (b) unless specifically set forth herein, Sublandlord shall have no obligation or liability to perform any of the obligations or liabilities of Master Landlord under the Master Lease as the lessor of the Sublease Premises and Master Landlord shall be solely responsible for providing all services and performing all duties and obligations of the Master Landlord under the Master Lease with respect to the Sublease Premises; provided that Sublandlord will use commercially reasonable efforts, at the sole cost and expense of Subtenant, to cooperate with Subtenant in enforcing the terms of the Master sublease). Tenant must include in any sublease (i) a provision whereby the Subtenant agrees, for the benefit of MAC, to indemnify MAC in a manner consistent with the indemnification provisions set forth in Section 13.3 [Indemnification] of this Lease; (ii) a provision whereby the Subtenant agrees to maintain, in the Subtenant’s own name, insurance as described in Section 13 [Insurance and Indemnification] of this Lease, as applicable; (iii) a provision making the sublease subject and subordinate to this Lease; (iv) any provisions necessary to ensure that Tenant can comply fully with this Lease; and (v) all of the language set forth in the attached Exhibit C, which includes provisions on Environmental Responsibilities and Non- Discrimination [FAA requires that this provision in (v) be included in this Lease]; provided, however, that to the extent there are conflicts between any of the provisions of Exhibit C and this Lease, then the provision so included in the sublease shall conform to this Lease. Sublandlord Tenant shall not voluntarily surrender or terminate the Master Lease with respect to the Sublease Premises (as the same exists from time to time), and will not terminate the Master Lease with respect to the Offer Space (as defined below) without first offering such space to Subtenant pursuant to Section 24 below. Upon receipt of any notice from Master Landlord relating to the Sublease Premises, Sublandlord shall promptly deliver provide a copy of such notice any sublease to MAC, upon request by XXX. Any Subtenant occupying the Leased Property may only use the Leased Property for storage of aircraft and for maintenance performed by the Subtenant on the Subtenant’s own aircraft. If Tenant has a Subtenant, Tenant shall (i) provide MAC in accordance writing with the following information upon request by MAC Staff: the name, mailing address, airport address and telephone number of the Subtenant; and the aircraft make, model and registration number of each aircraft stored on the Leased Property pursuant to the sublease; and (ii) pay a sublease fee, according to the terms and conditions of Section 25(a) belowset forth in Ordinance 107.

Sublease. Subject to (a) If Tenant is not in default of the terms and conditions of this Sublease and the Master Lease, Sublandlord hereby leases to Subtenant and Subtenant leases from Sublandlord the Sublease Premises together with Tenant may sublet all rights appurtenant thereto, including the non-exclusive right to use the Common Areas of the Building as provided for under the Master Lease. Subtenant acknowledges and agrees that Subtenant shall have no right to, and shall not, use or occupy any portions a portion of the Premises other than the Sublease Premises except as set forth herein. Sublandlord and Subtenant each agree and acknowledge that (a) it is their intent that, except as may be specifically excluded under this Sublease, Subtenant shall keep and observe all of the obligations and covenants under the Master Lease applicable to Sublandlord as such obligations and covenants apply to the Sublease Premises during the Sublease Term, and an Affiliate without Landlord's consent. (b) unless specifically set forth herein, Sublandlord shall have no obligation or liability to perform any If Tenant is not in default of the obligations Lease, Tenant may sublease all or liabilities of Master Landlord under the Master Lease as the lessor a portion of the Sublease Premises and Master Landlord to anyone, upon Landlord's prior written consent, which consent shall not be unreasonably withheld. (c) Any sublease of all or a portion of the Premises shall be solely responsible for providing all services and performing all duties and obligations of the Master Landlord under the Master Lease with respect to the Sublease Premises; provided that Sublandlord will use commercially reasonable efforts, at the sole cost and expense of Subtenant, to cooperate with Subtenant in enforcing the terms of the Master Lease. Sublandlord shall not voluntarily surrender or terminate the Master Lease with respect to the Sublease Premises (as the same exists from time to time), and will not terminate the Master Lease with respect to the Offer Space (as defined below) without first offering such space to Subtenant pursuant to Section 24 below. Upon receipt of any notice from Master Landlord relating to the Sublease Premises, Sublandlord shall promptly deliver a copy of such notice to Subtenant in accordance with the terms and conditions of this Section 25(a11 and all other applicable terms and conditions of this Lease. Tenant's request to sublease all or a portion of the Premises to anyone other than an Affiliate shall be in the form of the Tenant's Notice as set forth in Section 11.1(d). (d) belowAny sublease of all or any portion of the Premises must contain the following provisions, which provisions, whether contained in such sublease nor not, shall apply to such sublessee: (i) Such sublease shall be subject and subordinate to all of the provisions of this Lease (including all exhibits) and any subsequent amendments of this Lease; (ii) At Landlord's option, in the event of cancellation or termination of this Lease for any reason or the surrender of this Lease, whether voluntarily, involuntarily, or by operation of law, prior to the expiration of such sublease, the subtenant shall make full and complete attornment to Landlord for the balance of the term of such sublease, provided that Landlord agrees in writing not to disturb subtenant's right to occupy the subleased area as long as such sublessee is in compliance with its obligations under such sublease. The subtenant shall execute and deliver to Landlord an agreement of attornment reasonably satisfactory to Landlord within five (5) days after requested by Landlord; and (iii) No sublessee shall be permitted to further sublet all or any portion of the subleased space without Landlord's prior written consent. (e) Tenant shall submit all subleases to Landlord prior to execution for Landlord's review and approval, which shall not be unreasonably withheld or delayed more than seven (7) days after Landlord's receipt of any sublease.

Sublease. Subject Lessee shall not assign the Lease in whole or in part, nor shall Lessee sublease the Engine to any person or otherwise relinquish possession thereof to anyone other than Lessor for any purpose other than with the prior written consent of Lessor in its sole and complete discretion. Any permitted sublease (“Permitted Sublease”) shall be in form and substance acceptable to Lessor and shall expressly provide that the rights of any sublessee shall be expressly subject and subordinate to all the terms of this Lease and Lessor’s rights to repossession pursuant to this Agreement. Lessee shall remain primarily liable hereunder for the performance of all of the terms of this Lease to the same extent as if such Permitted Sublease had not occurred. Lessee will guarantee performance of all terms and conditions of this Lease on behalf of a permitted sublessee under a Permitted Sublease and will be responsible for any costs associated or incurred related to the Master Lease, Sublandlord hereby leases to Subtenant and Subtenant leases from Sublandlord the Sublease Premises together with all rights appurtenant thereto, including the non-exclusive right to use the Common Areas performance of the Building as provided for under the Master Lease. Subtenant acknowledges and agrees that Subtenant No Permitted Sublease shall have no right toin any way discharge or diminish any of Lessee’s obligations to Lessor hereunder or constitute a waiver of Lessor’s rights or remedies hereunder, and Lessor’s rights shall not, use continue as if such Permitted Sublease had not occurred. Any Permitted Sublease shall expressly prohibit any further sub-sublease or occupy assignment or any portions other similar transfer of the Premises other Engine or rights thereto by the sublessee. Lessee shall provide to Lessor: (i) written notice of any Permitted Sublease hereunder (such notice to be given not later than the Sublease Premises except 10 Business Days prior to entering into any sublease); (ii) such evidence as set forth herein. Sublandlord and Subtenant each agree and acknowledge Lessor may require to demonstrate that (a) it such airline is their intent that, except as may be specifically excluded under this Sublease, Subtenant shall keep and observe all of the obligations and covenants under the Master Lease applicable to Sublandlord as such obligations and covenants apply to the Sublease Premises during the Sublease Term, and (b) unless specifically set forth herein, Sublandlord shall have no obligation or liability to perform any of the obligations or liabilities of Master Landlord under the Master Lease as the lessor of the Sublease Premises and Master Landlord shall be solely responsible for providing all services and performing all duties and obligations of the Master Landlord under the Master Lease with respect to the Sublease Premises; provided that Sublandlord will use commercially reasonable efforts, solvent at the sole cost and expense of Subtenant, to cooperate with Subtenant in enforcing the terms of the Master Lease. Sublandlord shall not voluntarily surrender or terminate the Master Lease with respect to the Sublease Premises time that such sublease is entered into; (as the same exists from time to time), and will not terminate the Master Lease with respect to the Offer Space (as defined belowiii) without first offering such space to Subtenant pursuant to Section 24 below. Upon receipt of any notice from Master Landlord relating to the Sublease Premises, Sublandlord shall promptly deliver a copy of such notice the Permitted Sublease; and (iv) if Lessor so requests, an assignment of the Permitted Sublease to Subtenant Lessor for security and a consent thereto from the Permitted Sublessee, in accordance form and substance reasonably satisfactory to Lessor. Lessee shall be responsible for the reasonable out-of–pocket legal fees and expenses incurred by the Lessor in connection with the terms and conditions of Section 25(a) belowany Permitted Sublease subject to Lessor providing Lessee with supporting documentation.

Sublease. Subject This Sublease is subject to and subordinate in all respects to the Prime Lease, and Subtenant shall not do or permit to be done anything, or omit to do anything, or permit to be omitted to be done, anything which is, or with the giving of notice or the passage of time or both would be, a default under the Prime Lease or could cause such a default. Not in limitation of the foregoing, there is attached to this Sublease as Exhibit A, a copy of the Prime Lease which Sublandlord hereby warrants and represents is a true and correct copy. Sublandlord hereby warrants and represents that except as set forth in Exhibit A, the Prime Lease has not been amended or modified in any way. Sublandlord further warrants and represents to Subtenant that the Prime Lease is in full force and effect without default on the part of Sublandlord (as Tenant thereunder) or, to the best of Sublandlord's knowledge, Prime Landlord. Sublandlord agrees that it will not terminate the Prime Lease without the prior written consent of Subtenant and that it will not enter into an agreement with the Prime Landlord to terminate this Sublease. Sublandlord further agrees that it will not amend the Prime Lease in any manner that will materially and adversely affect the rights or obligations of Subtenant under this Sublease without in each instance obtaining the prior written consent of Subtenant, which consent may be withheld or conditioned at Subtenant's sole discretion; provided, however, Subtenant agrees to consent or reject any such amendment promptly after receipt of Sublandlord's written request for Subtenant's consent to any such amendment. Sublandlord agrees to perform all of its obligations as Tenant under the Prime Lease, except to the extent that the same have been assumed by Subtenant under this Sublease. Sublandlord agrees to request Prime Landlord to perform its obligations under the Prime Lease, to the extent the same apply to the Sublease Premises. Sublandlord further agrees to deliver to Subtenant copies of any notice of default given by Sublandlord to Prime Landlord or given from Prime Landlord to Sublandlord, promptly following the giving or receiving of any such notice, as the case may be, with respect to alleged defaults under the Prime Lease, to the extent the same apply to the Sublease Premises. If Sublandlord defaults under the Prime Lease beyond the expiration of any applicable grace period, to the extent Sublandlord elects not to cure such default, Sublandlord agrees to assign to Subtenant any rights it may have to cure such default and Sublandlord agrees to reasonably cooperate with Subtenant to the extent necessary to cure such default, provided Sublandlord shall incur no costs incident to such assignment. Subtenant agrees to abide by all of the covenants and conditions of the Prime Lease (including all rules and regulations promulgated by Prime Landlord) as if the same were fully set forth herein to the extent that said covenants and conditions pertain to the Sublease Premises and the occupancy and use thereof by Subtenant and Subtenant agrees to be bound by and to perform and to comply with the provisions of the Prime Lease as if it were the "Tenant" as that term is used in the Prime Lease and as if the term "Premises" as that term is used therein were the Sublease Premises demised under this Sublease, except to the extent this Sublease expressly provides terms and conditions different from those set forth in the Prime Lease. Subtenant shall not be bound by any provisions of the Prime Lease requiring the payment of money, it being agreed that the only payment obligations of Subtenant are as set forth in this Lease. If the Prime Lease shall terminate for any reason prior to the termination or expiration of this Sublease, Subtenant shall attorn to and become the Subtenant of Prime Landlord, and as such Subtenant, shall pay directly to Prime Landlord Fixed Rent, additional rent and all other payments required to be made by Subtenant under the provisions of this Sublease and shall observe all the covenants, terms and conditions of this Sublease and all the Master Leasecovenants, Sublandlord hereby leases to Subtenant and Subtenant leases from Sublandlord the Sublease Premises together with all rights appurtenant thereto, including the non-exclusive right to use the Common Areas of the Building as provided for under the Master Lease. Subtenant acknowledges and agrees that Subtenant shall have no right to, and shall not, use or occupy any portions of the Premises other than the Sublease Premises except as set forth herein. Sublandlord and Subtenant each agree and acknowledge that (a) it is their intent that, except as may be specifically excluded under this Sublease, Subtenant shall keep and observe all of the obligations and covenants under the Master Lease applicable to Sublandlord as such obligations and covenants apply to the Sublease Premises during the Sublease Term, and (b) unless specifically set forth herein, Sublandlord shall have no obligation or liability to perform any of the obligations or liabilities of Master Landlord under the Master Lease as the lessor of the Sublease Premises and Master Landlord shall be solely responsible for providing all services and performing all duties and obligations of the Master Landlord under the Master Lease with respect to the Sublease Premises; provided that Sublandlord will use commercially reasonable efforts, at the sole cost and expense of Subtenant, to cooperate with Subtenant in enforcing the terms of the Master Lease. Sublandlord shall not voluntarily surrender or terminate the Master Lease with respect to the Sublease Premises (as the same exists from time to time), and will not terminate the Master Lease with respect to the Offer Space (as defined below) without first offering such space to Subtenant pursuant to Section 24 below. Upon receipt of any notice from Master Landlord relating to the Sublease Premises, Sublandlord shall promptly deliver a copy of such notice to Subtenant in accordance with the terms and conditions of Section 25(a) belowthe Prime Lease to the extent required under this Sublease.

Sublease. Subject Lessee shall not assign the Lease in whole or in part, nor shall Lessee sublease the Engine to any person or otherwise relinquish possession thereof to anyone other than Lessor for any purpose other than with the prior written consent of Lessor in its sole and complete discretion. Any permitted sublease (“Permitted Sublease”) shall be in form and substance acceptable to Lessor and shall expressly provide that the rights of any sublessee shall be expressly subject and subordinate to all the terms of this Lease and Lessor’s rights to repossession pursuant to this Agreement. Lessee shall remain primarily liable hereunder for the performance of all of the terms of this Lease to the same extent as if such Permitted Sublease had not occurred. Lessee will guarantee performance of all terms and conditions of this Lease on behalf of a permitted sublessee under a Permitted Sublease and will be responsible for any costs associated or incurred related to the Master Lease, Sublandlord hereby leases to Subtenant and Subtenant leases from Sublandlord the Sublease Premises together with all rights appurtenant thereto, including the non-exclusive right to use the Common Areas performance of the Building as provided for under the Master Lease. Subtenant acknowledges and agrees that Subtenant No Permitted Sublease shall have no right toin any way discharge or diminish any of Lessee’s obligations to Lessor hereunder or constitute a waiver of Lessor’s rights or remedies hereunder, and Lessor’s rights shall not, use continue as if such Permitted Sublease had not occurred. Any Permitted Sublease shall expressly prohibit any further sub - sublease or occupy assignment or any portions other similar transfer of the Premises other Engine or rights thereto by the sublessee. Lessee shall provide to Lessor: (i) written notice of any Permitted Sublease hereunder (such notice to be given not later than the Sublease Premises except 10 Business Days prior to entering into any sublease); (ii) such evidence as set forth herein. Sublandlord and Subtenant each agree and acknowledge Lessor may require to demonstrate that (a) it such airline is their intent that, except as may be specifically excluded under this Sublease, Subtenant shall keep and observe all of the obligations and covenants under the Master Lease applicable to Sublandlord as such obligations and covenants apply to the Sublease Premises during the Sublease Term, and (b) unless specifically set forth herein, Sublandlord shall have no obligation or liability to perform any of the obligations or liabilities of Master Landlord under the Master Lease as the lessor of the Sublease Premises and Master Landlord shall be solely responsible for providing all services and performing all duties and obligations of the Master Landlord under the Master Lease with respect to the Sublease Premises; provided that Sublandlord will use commercially reasonable efforts, solvent at the sole cost and expense of Subtenant, to cooperate with Subtenant in enforcing the terms of the Master Lease. Sublandlord shall not voluntarily surrender or terminate the Master Lease with respect to the Sublease Premises time that such sublease is entered into; (as the same exists from time to time), and will not terminate the Master Lease with respect to the Offer Space (as defined belowiii) without first offering such space to Subtenant pursuant to Section 24 below. Upon receipt of any notice from Master Landlord relating to the Sublease Premises, Sublandlord shall promptly deliver a copy of such notice the Permitted Sublease; and (iv) if Lessor so requests, an assignment of the Permitted Sublease to Subtenant Lessor for security and a consent thereto from the Permitted Sublessee, in accordance form and substance reasonably satisfactory to Lessor. Lessee shall be responsible for the reasonable out-of-pocket legal fees and expenses incurred by the Lessor in c01mection with the terms and conditions of Section 25(a) belowany Permitted Sublease subject to Lessor providing Lessee with supp011ing documentation.

Sublease. Subject Sublandlord, for and in consideration of the payment of the -------- rent and the performance of the covenants set forth in this Sublease, hereby subleases to Subtenant, and Subtenant hereby subleases from Sublandlord, the terms Subleased Premises for a term commencing upon the date of tender of possession of the Subleased Premises to Subtenant (the "Rent Commencement Date") and conditions terminating on October 30, 2002 (the "Expiration Date"). It is anticipated that possession of the Subleased Premises will be tendered to Subtenant by Sublandlord on or about May 15, 2001. The term of this Sublease and all obligations of Subtenant with respect to the Master LeaseSubleased Premises shall commence on the date that possession of the Subleased Premises is tendered by Sublandlord to Subtenant, provided, however, that this Sublease shall not be effective and Sublandlord hereby leases shall not tender possession of the Subleased Premises to Subtenant and Subtenant leases prior to receipt by Sublandlord of written approval of this Sublease from Sublandlord the Sublease Premises together with all rights appurtenant thereto, including the non-exclusive right to use the Common Areas Prime Landlord. Within five (5) days following receipt of the Building as provided for under the Master Lease. Subtenant acknowledges and agrees that written request therefor, Subtenant shall have no right toenter into a written agreement with Sublandlord confirming the Commencement Date. If Prime Landlord's consent to this Sublease is not obtained by May 31, 2001, this Sublease shall be null and void, and shall not, use or occupy any portions of the Premises other than the Sublease Premises except as set forth herein. Sublandlord and Subtenant each agree and acknowledge that (a) it is their intent that, except as may shall be specifically excluded under this Sublease, Subtenant shall keep and observe released from all of the obligations and covenants under the Master Lease applicable to Sublandlord as such obligations and covenants apply to the Sublease Premises during the Sublease Term, and (b) unless specifically set forth herein, Sublandlord shall have no obligation or liability to perform any of the obligations or liabilities of Master Landlord under the Master Lease as the lessor of the Sublease Premises and Master Landlord shall be solely responsible for providing all services and performing all duties and obligations of the Master Landlord under the Master Lease with respect to the Sublease Premises; provided that Sublandlord will use commercially reasonable efforts, at the sole cost and expense of Subtenant, to cooperate with Subtenant in enforcing the terms of the Master Lease. Sublandlord shall not voluntarily surrender or terminate the Master Lease with respect to the Sublease Premises (as the same exists from time to time), and will not terminate the Master Lease with respect to the Offer Space (as defined below) without first offering such space to Subtenant pursuant to Section 24 below. Upon receipt of any notice from Master Landlord relating to the Sublease Premises, Sublandlord shall promptly deliver a copy of such notice to Subtenant in accordance with the terms and conditions of Section 25(a) beloweach other hereunder.

Sublease. Subject Tenant shall not sublease the Premises or any part thereof without Landlord’s prior written approval, which approval may not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Tenant is not required to obtain Landlord’s prior written approval if Tenant uses Landlord-Approved Form of Sublease, attached as Exhibit E (Sublease). If Tenant chooses to use its own form of sublease, then Tenant must submit the terms and conditions sublease form (Tenant’s Sublease Form) to Landlord for prior written approval, which approval may not be unreasonably withheld. If Landlord approves Tenant’s Sublease Form, Tenant is not required to obtain Landlord’s prior written approval to sublease part of this Sublease and the Master Lease, Sublandlord hereby leases to Subtenant and Subtenant leases from Sublandlord Premises. Neither the Sublease Premises together with all rights appurtenant theretonor Tenant’s Sublease Form may be materially modified without Landlord’s prior written approval, including the non-exclusive right which approval may not be unreasonably withheld. Subleases are subordinate to use the Common Areas of the Building this Lease. Subleases may not be recorded. Except as provided for under in Article 14.6 below, Subleases will terminate on the Master Leasedate this Lease expires or is terminated. Subtenant acknowledges and agrees that Subtenant Tenant shall have no right to, and shall not, use or occupy any portions provide copies of the Premises other than the Sublease Premises except as set forth herein. Sublandlord and Subtenant all Subleases to Landlord within thirty (30) days of each agree and acknowledge that (a) it is their intent that, except as may be specifically excluded under this Sublease, Subtenant shall keep and observe all of the obligations and covenants under the Master Lease applicable to Sublandlord as such obligations and covenants apply to the Sublease Premises during the Sublease Term, and (b) unless specifically set forth herein, Sublandlord shall have no obligation or liability to perform any of the obligations or liabilities of Master Landlord under the Master Lease as the lessor of the Sublease Premises and Master Landlord shall be solely responsible for providing all services and performing all duties and obligations of the Master Landlord under the Master Lease with respect to the Sublease Premises; provided that Sublandlord will use commercially reasonable efforts, at the sole cost and expense of Subtenant, to cooperate with Subtenant in enforcing the terms of the Master Lease. Sublandlord shall not voluntarily surrender or terminate the Master Lease with respect to the Sublease Premises (as the same exists from time to time), and will not terminate the Master Lease with respect to the Offer Space (as defined below) without first offering such space to Subtenant pursuant to Section 24 below. Upon receipt of any notice from Master Landlord relating to the Sublease Premises, Sublandlord shall promptly deliver a copy of such notice to Subtenant in accordance with the terms and conditions of Section 25(a) below’s effective date.

Sublease. Subject to The Lessee may not sublease the terms and conditions of this Sublease and Property or any Site without the Master Lease, Sublandlord hereby leases to Subtenant and Subtenant leases from Sublandlord the Sublease Premises together with all rights appurtenant thereto, including the non-exclusive right to use the Common Areas prior written consent of the Building as provided for under the Master Lease. Subtenant acknowledges and agrees that Subtenant Lessor, unless (A) no Lease Default or Lease Event of Default shall have no right to, occurred and shall not, use or occupy any portions be continuing at the inception of the Premises other than the Sublease Premises except as set forth herein. Sublandlord and Subtenant each agree and acknowledge that (a) it is their intent that, except as may be specifically excluded under this Sublease, Subtenant shall keep and observe all of the obligations and covenants under the Master Lease applicable to Sublandlord as such obligations and covenants apply to the Sublease Premises during the Sublease Termsublease, and (bB) the sublessee shall not be insolvent or bankrupt at the inception of the sublease. No sublease shall be permitted hereunder unless specifically the rights of the sublessee thereunder are expressly subject and subordinate to this Lease and the rights of the Lessor in the Site and the sublessee agrees to attorn to Lessor. No sublease, or other relinquishment of the possession of any of the Sites, shall in any way discharge or diminish any of the Lessee's obligations hereunder and under the other Operative Documents. Unless the Lessee shall have previously delivered irrevocable notice of exercise of the Purchase Option set forth hereinin Section 6(b), Sublandlord no sublease shall extend beyond the applicable Expiration Date with respect to such Site. As additional security to Lessor for the performance of Lessee's obligations under this Lease, Lessee hereby assigns to Lessor and grants to Lessor a security interest (subject and subordinate to the Loan Documents) in all of Lessee's right, title and interest in and to the Arco Lease, to any Interim Term Permitted Leases and to all subleases of all or any portion of any Site now or hereinafter in effect (collectively, "THIRD PARTY LEASES" and individually, a "THIRD PARTY LEASE"; and any lessee under any Lease together with any assignee of any such lessee pursuant to an assignment permitted by such Lease or by Lessee, is herein called a "THIRD PARTY LEASE") and all rents and other sums payable to Lessee under each Third Party Lease, but Lessor shall have no obligation or liability to perform perform, and Lessee shall not by reason of such assignment be relieved of its obligation to perform, any of the obligations Lessee's covenants or liabilities agreements under this Lease or covenants or agreements of Master Landlord Lessee, as sublessor, under the Master Lease as the lessor of the Sublease Premises and Master Landlord shall be solely responsible for providing all services and performing all duties and obligations of the Master Landlord under the Master Lease with respect to the Sublease Premises; provided that Sublandlord will use commercially reasonable efforts, at the sole cost and expense of Subtenant, to cooperate with Subtenant in enforcing the terms of the Master any such Third Party Lease. Sublandlord Lessee shall not voluntarily surrender or terminate have the Master right to collect and enjoy all rents and other sums of money payable under any Third Party Lease with respect to the Sublease Premises (as the same exists from time to time), and will not terminate the Master Lease with respect to the Offer Space (as defined below) without first offering such space to Subtenant pursuant to Section 24 below. Upon receipt of any notice from Master Landlord relating to the Sublease Premises, Sublandlord shall promptly deliver a copy of such notice to Subtenant in accordance with the terms and conditions provisions of Section 25(a2.9(c) below.of the Construction Agency Agreement; provided that, during any period for which a Lease Event of Default has occurred and is continuing, Lessor, upon ten (10) days' prior notice to Lessee, if no injunction or order prohibiting the same obtained by or on behalf of Lessee shall be in effect, shall be entitled thereafter to collect such rents and other sums and shall apply all rents and such other sums collected in accordance with Section 5(d) of the Participation Agreement. Prior to the occurrence of a Lease Event of Default, Lessee shall have the right to modify, extend, amend or terminate any or all of the Third Party Leases. No Third Party Lease hereafter entered into shall be made by Lessee unless it contains a provision substantially as follows: "Lessee hereunder agrees that this Lease is subject and subordinate to the lease under which the lessor hereunder occupies the Property (the "Overxxxxx", xnd the lessor and its 26 Master Lease Agreement 28

Sublease. Subject to the terms and conditions of this Sublease and the Master Lease, Sublandlord hereby leases subleases to Subtenant and Subtenant leases hereby subleases from Sublandlord Sublandlord, the Sublease Premises together with all rights appurtenant theretoon an “as-is,” “where-is” basis, including subject to the non-exclusive right terms, covenants and conditions set forth in this Sublease. Except as expressly set forth herein, no representations or warranties of any kind have been made to use Subtenant concerning the Common Areas condition of the Building as provided for under the Master Lease. Subtenant acknowledges and agrees that Subtenant shall Sublease Premises, nor have no right to, and shall not, use any promises to alter or occupy any portions of the Premises other than improve the Sublease Premises except been made by Sublandlord or any party on behalf of Sublandlord. Subtenant is subleasing the Sublease Premises from Sublandlord after having had an opportunity to fully inspect the Sublease Premises and the right not to execute this Sublease if the results of said inspection were unacceptable. Therefore, Subtenant hereby agrees that the term “as set forth hereinis” means that upon having approved said inspection, it will sublease the Sublease Premises, without warranty or representation, either oral or written, or expressed or implied, as to the physical condition of the Sublease Premises and/or the compliance of same with building, fire, health and zoning codes and other applicable laws, ordinances and regulations. Sublandlord hereby expressly disclaims any and Subtenant each agree and acknowledge that (a) it is their intent thatall warranties or representations made to Subtenant, except whether the same were made by any partner, officer, director or employee of Sublandlord or any other agent of same, such as may be specifically excluded under a broker. At the termination of this Sublease, Subtenant shall keep and observe all of the obligations and covenants under the Master Lease applicable to Sublandlord as such obligations and covenants apply to surrender the Sublease Premises during to Sublandlord in the Sublease Termcondition received, reasonable wear and (b) unless specifically set forth herein, Sublandlord shall have no obligation or liability to perform any of the obligations or liabilities of Master Landlord under the Master Lease as the lessor of the Sublease Premises tear excepted and Master Landlord shall be solely responsible for providing all services and performing all duties and obligations of the Master Landlord under the Master Lease with respect to the Sublease Premises; provided that Sublandlord will use commercially reasonable efforts, at the sole cost and expense of Subtenant, to cooperate with improvements and/or modifications installed by Subtenant in enforcing the terms of the Master Lease. Sublandlord shall not voluntarily surrender or terminate the Master Lease with respect to the Sublease Premises (as excluding only trade fixtures and equipment, furniture, furnishings and other moveable items) shall remain and be the same exists from time property of Sublandlord, unless Sublandlord and/or Landlord otherwise notifies Subtenant to time)remove same, and will not terminate the Master Lease with respect repair all damage caused by such removal. Notwithstanding anything to the Offer Space (contrary herein or in the Lease, Sublandlord, at its sole cost and expense, agrees to demolish the two office/storage areas per the plan attached hereto as defined below) without first offering such space Exhibit “C” and made a part hereof and to Subtenant pursuant to Section 24 below. Upon receipt of any notice from Master Landlord relating clean the Premises prior to the Sublease PremisesCommencement Date (collectively, Sublandlord shall promptly deliver a copy of such notice to Subtenant in accordance with the terms and conditions of Section 25(a) below“Sublandlord’s Work”).

Sublease. Subject to the terms (a) Sublessor and conditions Sublessee acknowledge that this Lease is in fact a sublease of this Sublease and the Master Lease, Sublandlord hereby leases to Subtenant and Subtenant leases from Sublandlord the Sublease Premises together with all rights appurtenant thereto, including the non-exclusive right to use the Common Areas of the Building as provided for Sublessor's leasehold interest under the Master Lease. Subtenant Sublessee acknowledges that it has reviewed and agrees that Subtenant shall have no right to, it accepts the terms and shall not, use or occupy any portions provisions of the Premises other than the Sublease Premises except as set forth herein. Sublandlord Master Lease and Subtenant each agree and acknowledge that (a) it is their intent hereby agrees that, except as may be specifically excluded in addition to all other covenants and obligations on the part of Sublessee under this SubleaseLease, Subtenant Sublessee shall keep and observe all of the obligations and covenants not engage in any act or omission that constitutes or causes a default under the Master Lease applicable to Sublandlord as such obligations and covenants apply to or that would, with the Sublease Premises during passage of time or the Sublease Termgiving of notice or both, and (b) unless specifically set forth herein, Sublandlord shall have no obligation constitute or liability to perform any cause a default under the Master Lease. Without limiting the generality of the obligations foregoing, Sublessee acknowledges that in all instances where the consent or liabilities approval of Master the Landlord under the Master Lease as is required before any particular action or activity may take place, then Sublessee may not engage in any such action or activity or cause same to occur without having received prior notice from Sublessor that the lessor required consent or approval of Landlord has been obtained. Further without limiting the generality of the Sublease Premises and Master foregoing, Sublessee agrees that it will not object to or attempt to prevent or hinder the exercise by Landlord shall be solely responsible for providing all services and performing all duties and obligations of the Master or any rights or privileges afforded to Landlord under the Master Lease, notwithstanding the fact that the exercise of such rights or privileges may be directed toward or have application to Sublessee in lieu of or in the place of Sublessor as tenant under the Master Lease. (b) The Lease with respect and all the rights of parties hereunder are subject and subordinate to the Sublease Premises; Master Lease. Each party agrees that it will not, by its act or omission to act, cause a default under the Master Lease. (c) Except as otherwise expressly provided that Sublandlord will use commercially reasonable effortsherein, at Sublessee shall perform all affirmative covenants and shall refrain from performing any act which is prohibited by the sole cost and expense of Subtenant, to cooperate with Subtenant in enforcing the terms negative covenants of the Master Lease, where the obligation to perform or refrain from performing is by its nature imposed upon the party in possession of the Premises or with rights to the parking spaces. Sublandlord Sublessor shall not voluntarily surrender or have the right to enter the Premises to cure any default by Sublessee under this Section. (d) Notwithstanding any provision to the contrary, this Lease shall terminate on the date the Master Lease with respect to the Sublease Premises (as the same exists from time to time), and will not terminate the Master Lease with respect to the Offer Space (as defined below) without first offering such space to Subtenant pursuant to Section 24 below. Upon receipt terminates regardless of any notice from Master Landlord relating to the Sublease Premises, Sublandlord shall promptly deliver a copy of such notice to Subtenant in accordance with the terms and conditions of Section 25(a) below.cause

Sublease. A. Landlord hereby subleases the Premises to Tenant and Tenant hereby subleases the Premises from Landlord, on the terms and conditions contained in this Sublease. If approved by the Prime Landlord, the Premises will be designated as Suite 650. Landlord shall deliver the Premises to Tenant on the Commencement Date (as herein defined) in “as is” condition (except as otherwise set forth in this Sublease) subject to the Prime Lease and free of all other tenants and occupants. B. Subject to the terms and conditions of this Sublease, Landlord shall deliver the Premises to Tenant prior to the Commencement Date promptly upon obtaining the consent of the Prime Landlord to this Sublease and Tenant’s delivery of all required insurance information (which date of Landlord’s delivery to Tenant of the Premises may be referred to as the “Early Access Date”) for the purpose of allowing Tenant to make certain improvements to the Premises and otherwise readying the Premises for the conduct of its business as described in Section II.C below. Subject to Section XXIX below, if the Prime Landlord does not grant its consent to this Sublease and the Master LeaseTenant’s improvements within thirty (30) days after the date of this Sublease, Sublandlord hereby leases the Commencement Date will be extended on a day for day basis for every day after such thirtieth (30th) day until Prime Landlord’s consent is granted. Tenant will not make any improvements or otherwise alter the Premises until the consent of Prime Landlord to Subtenant and Subtenant leases from Sublandlord the Sublease Premises together with all rights appurtenant theretosuch alterations has been obtained. Except as expressly set forth in this Sublease, including the non-exclusive right Landlord shall not be obligated to use the Common Areas provide or pay for any improvement work or services related to improvement of the Building as provided Premises. Tenant shall be responsible for under and pay for all improvements to the Master Lease. Subtenant acknowledges and agrees that Subtenant shall have no right toPremises related to its occupancy thereof, including, without limitation, the installing of trade fixtures, data, and shall nottelecommunications wiring and equipment, use or occupy any portions and other business equipment and security systems. Tenant represents that it has inspected the Premises and the Building and has found the same in satisfactory condition as of the date hereof (insofar as the observable condition of the Premises and the Building is concerned). Tenant acknowledges that neither the Building nor the Premises has undergone inspection by a Certified Access Specialist (CASp). Landlord makes no representations or warranties with respect to the condition of the Premises or the Building or the Project other than Landlord has not received written notice of any noncompliance with applicable laws and codes affecting the Sublease Premises except or the Building, and Tenant is not relying on any representations or warranties of Landlord or Landlord’s agents or employees with respect to the condition thereof or compliance with applicable laws and codes other than as expressly set forth herein. Sublandlord and Subtenant Neither Landlord nor Tenant shall have any right to re-measure the Premises; instead, each agree and acknowledge that (a) it is their intent that, except as may be specifically excluded under this Sublease, Subtenant shall keep and observe all stipulates to the rentable square footage of the obligations and covenants under the Master Lease applicable to Sublandlord Premises as such obligations and covenants apply to the Sublease Premises during the Sublease Term, and (b) unless specifically set forth herein, Sublandlord shall have no obligation or liability to perform any of the obligations or liabilities of Master Landlord under the Master Lease as the lessor of the Sublease Premises and Master Landlord shall be solely responsible for providing all services and performing all duties and obligations of the Master Landlord under the Master Lease with respect to the Sublease Premises; provided that Sublandlord will use commercially reasonable efforts, at the sole cost and expense of Subtenant, to cooperate with Subtenant stated in enforcing the terms of the Master Lease. Sublandlord shall not voluntarily surrender or terminate the Master Lease with respect to the Sublease Premises (as the same exists from time to time), and will not terminate the Master Lease with respect to the Offer Space (as defined below) without first offering such space to Subtenant pursuant to Section 24 below. Upon receipt of any notice from Master Landlord relating to the Sublease Premises, Sublandlord shall promptly deliver a copy of such notice to Subtenant in accordance with the terms and conditions of Section 25(a) belowRecital B above.

Sublease. Subject 15.1 The Tenant shall not have the right to sell, assign, transfer, mortgage or pledge the Premises without the Landlord's prior written consent, which consent shall not be unreasonably withheld or delayed. In the event the Tenant proposes to sublease or sublet the Premises or any portion thereof, Tenant shall give to Landlord its written notice, which notice shall set forth (i) the identity, business and financial condition of the proposed sub-tenant, (ii) the terms and conditions of the proposed sublease, and (iii) and any other relevant information reasonably requested by Landlord. Unless Landlord shall expressly agree in writing to the contrary, no assignment or sublease shall modify or limit any right or power of Landlord hereunder or affect or reduce any obligation of Tenant hereunder. In the event that the proposed sublease is of a portion of the Premises, and Landlord consents to the sublease, the rent in this Sublease lease shall be prorated between the portion proposed to be subleased and the Master Lease, Sublandlord hereby leases to Subtenant and Subtenant leases from Sublandlord the Sublease Premises together with all rights appurtenant thereto, including the non-exclusive right to use the Common Areas balance of the Building as provided for under Premises on a square foot basis. Tenant shall pay any costs associated with or resulting from any proposed sublease of the Master LeasePremises. Subtenant acknowledges Landlord and agrees Tenant hereby agree that Subtenant shall have no the requirement that Tenant obtain Landlord's consent prior to mortgaging the Premises does not limit Tenant's right to, and or require Tenant to obtain the consent of Landlord in the event /Tenant elects to finance Tenant's personal property, equipment, trade fixtures, accounts receivable or other property. 15.2 Tenant shall not, use or occupy any portions of the Premises other than the Sublease Premises except as set forth herein. Sublandlord and Subtenant each agree and acknowledge that (a) it is their intent that, except as may be specifically excluded under this Sublease, Subtenant shall keep and observe pay all of the obligations and covenants under the Master Lease applicable to Sublandlord as such obligations and covenants apply to the Sublease Premises during the Sublease Term, and (b) unless specifically set forth herein, Sublandlord shall have no obligation or liability to perform any of the obligations or liabilities of Master Landlord under the Master Lease as the lessor of the Sublease Premises and Master Landlord shall be solely responsible for providing all services and performing all duties and obligations of the Master Landlord under the Master Lease with respect to the Sublease Premises; provided that Sublandlord will use commercially Landlord's reasonable efforts, at the sole cost and expense of Subtenant, to cooperate expenses (including attorneys' fees) in connection with Subtenant in enforcing the terms of the Master Lease. Sublandlord shall not voluntarily surrender or terminate the Master Lease with respect to the Sublease Premises (as the same exists from time to time), and will not terminate the Master Lease with respect to the Offer Space (as defined below) without first offering such space to Subtenant pursuant to Section 24 below. Upon receipt Landlord's review of any notice from Master Landlord relating to the Sublease Premises, Sublandlord shall promptly deliver a copy of such notice to Subtenant in accordance with the terms and conditions of Section 25(a) belowproposed subletting or assignment.

Sublease. Subject The Facility Lessee shall have the right to sublease the Undivided Interest without the consent of the Owner Lessor, the Owner Participant, the Security Agent or the Lease Indenture Trustee if: (a) the sublessee is a United States Person within the meaning of Section 7701(a)(30) of the Code that (i) is a solvent corporation, partnership, business trust, limited liability company or other person or entity not then subject to bankruptcy proceedings; and (ii) is not involved in material pending or unresolved litigation with the Owner Participant or any of its Affiliates; and (iii) is, or its operating, maintenance and use obligations under the sublease are guaranteed by, or such obligations are contracted to be performed by, an experienced operator of United States based, coal-fired electric generating facilities similar to the Facility; (b) The Owner Lessor, the Owner Participant, so long as the Lessor Notes are outstanding, the Security Agent and the Bondholder Trustee shall have received an opinion of counsel, which opinion of counsel shall be reasonably acceptable to the recipients thereof, to the effect that all material regulatory approvals required to enter into the sublease have been obtained; (c) the sublease does not extend beyond the scheduled expiration of the Basic Lease Term or any Renewal Lease Term then in effect or irrevocably elected by the Facility Lessee (and may be terminated upon early termination of this Facility Lease) and is expressly subject and subordinate to this Facility Lease; (d) all terms and conditions of this Sublease Facility Lease and the Master other Operative Documents and Project Documents remain in effect and the Facility Lessee remains fully and primarily liable for its obligations under this Facility Lease, Sublandlord hereby leases the other Operative Documents and Project Documents; (e) no Lease Default or Lease Event of Default shall have occurred and be continuing or be created as a result of such sublease; (f) the sublease prohibits further assignment or subletting; (g) the sublease requires the sublessee to Subtenant operate and Subtenant leases maintain the Undivided Interest (or to cause the Undivided Interest to be operated and maintained) in a manner consistent with this Facility Lease; (h) the sublease does not cause the Facility to become "tax-exempt use property" within the meaning of Section 168(h) of the Code (unless the Facility Lessee shall make a payment to the Owner Participant contemporaneously with the execution of the sublease that, in the reasonable judgment of the Owner Participant, compensates the Owner Participant for the adverse tax consequences resulting from Sublandlord the Sublease Premises together classification of the Facility as "tax-exempt use property"); (i) Neither the sublease nor the sublessee shall jeopardize the Owner Lessor's, the Owner Participant's and the Lender or Bondholder Trustee's exemption from regulation under PUHCA and other laws relating to electric utilities, generators, wholesalers or retailers; and (j) the Facility sublessee shall pay all reasonable documented out-of-pocket expenses incurred by the other Lease Financing Parties in connection with such sublease. As a condition precedent to such sublease, the Facility Lessee shall provide the Owner Lessor, the Owner Participant and, so long as the Lessor Notes are outstanding and the Lien of the Lease Indenture shall not have been terminated or discharged, the Security Agent with all rights appurtenant thereto, including the non-exclusive right to use the Common Areas documentation in respect of the Building as provided for under the Master Lease. Subtenant acknowledges such sublease and agrees that Subtenant shall have no right to, and shall not, use or occupy any portions an opinion of the Premises other than the Sublease Premises except as set forth herein. Sublandlord and Subtenant each agree and acknowledge that (a) it is their intent that, except as may be specifically excluded under this Sublease, Subtenant shall keep and observe all of the obligations and covenants under the Master Lease applicable to Sublandlord as such obligations and covenants apply counsel to the Sublease Premises during the Sublease Term, and (b) unless specifically set forth herein, Sublandlord shall have no obligation or liability to perform any of the obligations or liabilities of Master Landlord under the Master Lease as the lessor of the Sublease Premises and Master Landlord shall be solely responsible for providing all services and performing all duties and obligations of the Master Landlord under the Master Lease with respect to the Sublease Premises; provided effect that Sublandlord will use commercially reasonable efforts, at the sole cost and expense of Subtenant, to cooperate with Subtenant in enforcing the terms of the Master Lease. Sublandlord shall not voluntarily surrender or terminate the Master Lease with respect to the Sublease Premises (as the same exists from time to time), and will not terminate the Master Lease with respect to the Offer Space (as defined below) without first offering such space to Subtenant pursuant to Section 24 below. Upon receipt of any notice from Master Landlord relating to the Sublease Premises, Sublandlord shall promptly deliver a copy of such notice to Subtenant in accordance sublease complies with the terms provisions of this Section 19 (such documentation, counsel and conditions of Section 25(a) belowopinion to be reasonably satisfactory to each such recipient).

Sublease. Subject Reference is hereby made to that certain Lease, between Riverview Building Combined Limited Partnership, as landlord (the "Prime Landlord"), and Open Market, Inc., as tenant, originally dated March 9, 1995, as modified by that certain Letter Agreement, dated March 14, 1995, that certain Letter Agreement, dated April 18, 1995, that certain Amendment No. 1 to Lease, dated April 15, 1995 and that certain Amendment No. 2 to Lease, dated October __, 1995 (collectively, the "Prime Lease"). The Premises subleased hereunder comprise a portion of the space leased to Landlord, as tenant, under the Prime Lease. Except as otherwise expressly provided herein, this Sublease is subject to all of the terms, conditions and provisions of the Prime Lease, and Tenant shall (a) be bound with respect to the terms Premises by all of the terms, covenants and conditions of this Sublease and the Master Lease, Sublandlord hereby leases to Subtenant and Subtenant leases from Sublandlord the Sublease Premises together with all rights appurtenant thereto, including the non-exclusive right to use the Common Areas of the Building as provided for under the Master Lease. Subtenant acknowledges and agrees that Subtenant shall have no right to, and shall not, use or occupy any portions of the Premises other than the Sublease Premises except as set forth herein. Sublandlord and Subtenant each agree and acknowledge that (a) it is their intent that, except as may be specifically excluded under this Sublease, Subtenant shall keep and observe all of the obligations and covenants under the Master Prime Lease applicable to Sublandlord as such obligations and covenants apply to the Sublease Premises during the Sublease Term, and (b) unless specifically assume as to the Premises all obligations and liabilities of Landlord, as tenant, under the Prime Lease, including, without limitation, all obligations of maintenance, repair and indemnity. Tenant shall not do or permit to be done anything, or omit to do anything, or permit to be omitted to be done anything, which is, or with the giving of notice or the passage of time or both would be, a default under the Prime Lease or could cause such a default. Tenant agrees to abide by and perform all of the covenants and conditions of the Prime Lease as if the same were fully set forth hereinherein to the extent that said covenants and conditions pertain to the Premises and/or the occupancy and use thereof by Tenant. Tenant agrees, Sublandlord shall have no obligation or liability to perform any of the obligations or liabilities of Master Landlord under the Master Lease as the lessor of the Sublease Premises and Master Landlord shall be solely responsible for providing all services and performing all duties and obligations of the Master Landlord under the Master Lease with respect to the Sublease Premises; provided that Sublandlord will use commercially reasonable efforts, at the sole cost and expense of Subtenant, to cooperate be bound by and to perform and to comply with Subtenant in enforcing the terms of Prime Lease as if it were the Master Lease"tenant" thereunder and as if the "premises" as demised under the Prime Lease were the Premises demised under this Sublease. Sublandlord If the Prime Lease shall not voluntarily surrender or terminate the Master Lease with respect for any reason prior to the termination or expiration of this Sublease, this Sublease Premises (shall terminate as if such date were the same exists from time to time), and will not terminate the Master Lease with respect to the Offer Space (as defined below) without first offering such space to Subtenant pursuant to Section 24 below. Upon receipt termination date of any notice from Master Landlord relating to the Sublease Premises, Sublandlord shall promptly deliver a copy of such notice to Subtenant in accordance with the terms and conditions of Section 25(a) belowthis Sublease.

Sublease. Except for the Permitted Subleases, Tenant may not sublease, license or grant concession rights as to (for convenience in this ARTICLE 25, “sublease”) any portion of the Premises without the Port’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be given if the proposed subtenant is financially capable of performing the obligations of the Tenant under this Agreement for the portion of the Premises or portion of the Term being subleased. Tenant shall at the time the Tenant requests the consent of the Port, deliver to the Port such information in writing as the Port may reasonably require respecting the proposed subtenant, including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed subtenant and the proposed documentation for the transfer as described below. In determining whether to grant such a consent to a sublease, the Port may consider all factors which Lessor reasonably determines in good faith are relevant to its decision. Within twenty (20) days after receipt of all required information, the Port shall, in its sole discretion, elect one of the following: (a) to consent to such proposed sublease or (b) to refuse such consent. Any such sublease shall be subject to all of the covenants, conditions, agreements and terms of this Agreement. 25.1.1 No sublease by Tenant shall relieve Tenant of any obligation under this Agreement, including Tenant’s obligation to pay Base Rent, fees or Additional Rent hereunder. Any purported sublease contrary to the provisions hereof (or for which consent is not specifically obtained) shall be void. Any sublease shall specifically be subject and subordinate at all times to this Agreement, and to all of its covenants, agreements, terms, provisions, and conditions. 25.1.2 Tenant agrees that any sublease will contain a provision in substance that if there is any termination whatsoever of this Agreement then the subtenant, licensee or concessionaire, at the request of the Port, will attorn to the Port and the subtenant, licensee or concessionaire, if the Port so requests, shall continue in effect with the Port. Nothing herein shall be deemed to require the Port to accept such attornment. 25.1.3 Tenant further agrees that any sublease will contain a provision in substance requiring each and every subtenant, licensee or concessionaire to maintain commercial liability insurance protecting against claims for bodily injury including death, personal injury and property damage in such amounts, and on such forms, as is commercially reasonable in light of the then-existing insurance and real estate markets. 25.1.4 Tenant agrees that the Port is not, and will not be, responsible for the payment of any brokerage commissions, or finder’s fees or similar charges of any nature in connection with any sublease, and Xxxxxx agrees to indemnify and hold the Port harmless from and against any claims liability, losses or expenses, including reasonable attorneys’ fees, incurred by the Port in connection with any claims for a commission by any broker or agent in connection with any sublease (including any direct relationship with any subtenant, licensee or concessionaire that may result by way of attornment). 25.1.5 Subject to the terms and conditions of this Sublease and a Leasehold Mortgage, in the Master Lease, Sublandlord hereby leases to Subtenant and Subtenant leases from Sublandlord the Sublease Premises together with all rights appurtenant thereto, including the non-exclusive right to use the Common Areas of the Building as provided for under the Master Lease. Subtenant acknowledges and agrees event that Subtenant shall have no right to, and shall not, use or occupy any portions portion of the Premises is sublet or occupied by anyone other than Tenant, the Sublease Premises except as set forth herein. Sublandlord Port may, upon the default of Tenant, collect rent from the subtenant, licensee, concessionaire or occupant and Subtenant each agree and acknowledge that (a) it is their intent that, except as may be specifically excluded under this Sublease, Subtenant shall keep and observe all of apply the obligations and covenants under the Master Lease applicable to Sublandlord as such obligations and covenants apply amount collected to the Sublease Premises during the Sublease Term, and (b) unless specifically set forth herein, Sublandlord shall have no obligation or liability to perform any of the obligations or liabilities of Master Landlord Rent reserved under the Master Lease as the lessor of the Sublease Premises and Master Landlord shall be solely responsible for providing all services and performing all duties and obligations of the Master Landlord under the Master Lease with respect to the Sublease Premises; provided that Sublandlord will use commercially reasonable efforts, at the sole cost and expense of Subtenant, to cooperate with Subtenant in enforcing the terms of the Master Lease. Sublandlord shall not voluntarily surrender or terminate the Master Lease with respect to the Sublease Premises (as the same exists from time to time)this Agreement, and will not terminate the Master Lease with respect to the Offer Space (as defined below) but without first offering such space to Subtenant pursuant to Section 24 below. Upon receipt of any notice from Master Landlord relating to the Sublease Premises, Sublandlord shall promptly deliver a copy of such notice to Subtenant in accordance with the terms and conditions of Section 25(a) belowthereby affecting Tenant’s liability under this Agreement.

Sublease. Subject Except as set forth in Section 25.4 below, Tenant may not sublease, license or grant concession rights as to the terms and conditions of (for convenience in this Sublease and the Master LeaseARTICLE 25, Sublandlord hereby leases to Subtenant and Subtenant leases from Sublandlord the Sublease Premises together with all rights appurtenant thereto, including the non-exclusive right to use the Common Areas of the Building as provided for under the Master Lease. Subtenant acknowledges and agrees that Subtenant shall have no right to, and shall not, use or occupy “sublease”) any portions portion of the Premises other than without the Sublease Port’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be given if the proposed subtenant is financially capable of performing the obligations of the Tenant under this Agreement for the portion of the Premises except or portion of the Term being subleased. Tenant shall at the time the Tenant requests the consent of the Port, deliver to the Port such information in writing as set forth hereinthe Port may reasonably require respecting the proposed subtenant, including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed subtenant and the proposed documentation for the transfer as described below. Sublandlord and Subtenant each agree and acknowledge that In determining whether to grant such a consent to a sublease, the Port may consider all factors which Lessor reasonably determines in good faith are relevant to its decision. Within twenty (20) days after receipt of all required information, the Port shall, in its sole discretion, elect one of the following: (a) it is their intent that, except as may to consent to such proposed sublease or (b) to refuse such consent. Any such sublease shall be specifically excluded under this Sublease, Subtenant shall keep and observe subject to all of the obligations covenants, conditions, agreements and covenants terms of this Agreement. 25.1.1 No sublease by Tenant shall relieve Tenant of any obligation under the Master Lease applicable this Agreement, including Tenant’s obligation to Sublandlord as such obligations and covenants apply pay Base Rent, fees or Additional Rent hereunder. Any purported sublease contrary to the Sublease Premises during the Sublease Termprovisions hereof (or for which consent is not specifically obtained) shall be void. Any sublease shall specifically be subject and subordinate at all times to this Agreement, and (b) unless specifically set forth hereinto all of its covenants, Sublandlord shall have no obligation agreements, terms, provisions, and conditions. 25.1.2 Tenant agrees that any sublease will contain a provision in substance that if there is any termination whatsoever of this Agreement then the subtenant, licensee or liability to perform any of the obligations or liabilities of Master Landlord under the Master Lease as the lessor of the Sublease Premises and Master Landlord shall be solely responsible for providing all services and performing all duties and obligations of the Master Landlord under the Master Lease with respect to the Sublease Premises; provided that Sublandlord will use commercially reasonable effortsconcessionaire, at the sole cost and expense of Subtenant, to cooperate with Subtenant in enforcing the terms request of the Master Lease. Sublandlord shall not voluntarily surrender or terminate the Master Lease with respect Port, will attorn to the Sublease Premises (Port and the subtenant, licensee or concessionaire, if the Port so requests, shall continue in effect with the Port. Nothing herein shall be deemed to require the Port to accept such attornment. 25.1.3 Tenant further agrees that any sublease will contain a provision in substance requiring each and every subtenant, licensee or concessionaire to maintain commercial liability insurance protecting against claims for bodily injury including death, personal injury and property damage in such amounts, and on such forms, as is commercially reasonable in light of the same exists from time to time)then-existing insurance and real estate markets. 25.1.4 Xxxxxx agrees that the Port is not, and will not terminate be, responsible for the Master Lease payment of any brokerage commissions, or finder’s fees or similar charges of any nature in connection with respect any sublease, and Xxxxxx agrees to indemnify and hold the Port harmless from and against any claims liability, losses or expenses, including reasonable attorneys’ fees, incurred by the Port in connection with any claims for a commission by any broker or agent in connection with any sublease (including any direct relationship with any subtenant, licensee or concessionaire that may result by way of attornment). 25.1.5 In the event that any portion of the Premises is sublet or occupied by anyone other than Tenant, the Port may, upon the default of Tenant, collect rent from the subtenant, licensee, concessionaire or occupant and apply the amount collected to the Offer Space (as defined below) without first offering such space to Subtenant pursuant to Section 24 below. Upon receipt of any notice from Master Landlord relating to the Sublease Premises, Sublandlord shall promptly deliver a copy of such notice to Subtenant in accordance with Rent reserved under the terms and conditions of Section 25(a) belowthis Agreement, but without thereby affecting Tenant’s liability under this Agreement.

Sublease. Subject to If Tenant is not in default of the terms and conditions of this Sublease and the Master Lease, Sublandlord hereby leases to Subtenant and Subtenant leases from Sublandlord the Sublease Premises together with Tenant may sublease all rights appurtenant thereto, including the non-exclusive right to use the Common Areas of the Building as provided for under the Master Lease. Subtenant acknowledges and agrees that Subtenant shall have no right to, and shall not, use or occupy any portions a portion of the Premises other than the Sublease Premises except as set forth hereinupon Landlord's prior written consent, which consent shall not be unreasonably withheld. Sublandlord and Subtenant each agree and acknowledge that (a) it is their intent that, except as may be specifically excluded under this Sublease, Subtenant shall keep and observe Any sublease of all or a portion of the obligations and covenants under the Master Lease applicable to Sublandlord as such obligations and covenants apply to the Sublease Premises during the Sublease Term, and (b) unless specifically set forth herein, Sublandlord shall have no obligation or liability to perform any of the obligations or liabilities of Master Landlord under the Master Lease as the lessor of the Sublease Premises and Master Landlord shall be solely responsible for providing all services and performing all duties and obligations of the Master Landlord under the Master Lease with respect to the Sublease Premises; provided that Sublandlord will use commercially reasonable efforts, at the sole cost and expense of Subtenant, to cooperate with Subtenant in enforcing the terms of the Master Lease. Sublandlord shall not voluntarily surrender or terminate the Master Lease with respect to the Sublease Premises (as the same exists from time to time), and will not terminate the Master Lease with respect to the Offer Space (as defined below) without first offering such space to Subtenant pursuant to Section 24 below. Upon receipt of any notice from Master Landlord relating to the Sublease Premises, Sublandlord shall promptly deliver a copy of such notice to Subtenant in accordance with the terms and conditions of this Section 25(a11 and all other applicable terms and conditions of this Lease. Tenant's request to sublease all or a portion of the Premises shall be in the form of the Tenant's Notice as set forth in Section 11.1(c). (a) belowAny sublease of all or any portion of the Premises must contain the following provisions, which provisions, whether contained in such sublease nor not, shall apply to such sublessee: (i) Such sublease shall be subject and subordinate to all of the provisions of this Lease (including all exhibits) and any subsequent amendments of this Lease; (ii) At Landlord's option, in the event of cancellation or termination of this Lease for any reason or the surrender of this Lease, whether voluntarily, involuntarily, or by operation of law, prior to the expiration of such sublease, the subtenant shall make full and complete attornment to Landlord for the balance of the term of such sublease, provided that Landlord agrees in writing not to disturb subtenant's right to occupy the subleased area as long as such sublessee is in compliance with its obligations under such sublease. The subtenant shall execute and deliver to Landlord an agreement of attornment satisfactory to Landlord within five (5) days after requested by Landlord; and (iii) No sublessee shall be permitted to further sublet all or any portion of the subleased space without Landlord's prior written consent. (b) Tenant shall submit all subleases to Landlord prior to execution for Landlord's review and approval, which shall not be unreasonably withheld or delayed more than fourteen (14) days after Landlord's receipt of any sublease.

Sublease. Subject Sublessee acknowledges that Sublessor is a tenant of the Property pursuant to the Master Lease. Without limiting any of Sublessor’s obligations under this Sublease, Sublessee’s occupancy rights hereunder are subject to the terms of the Master Lease and conditions approval of this Sublease by the Landlord. Sublessee acknowledges receipt of a copy of the Master Lease. Sublessor hereby represents and warrants to Sublessee that (a) the copy of the Master Lease that Sublessor provided to Sublessee is true and complete in all material respects, (b) the Master Lease is in full force and effect and has not been subsequently amended or modified, (c) no event of Default (as that term is defined in the Master Lease) by Sublessor has occurred under the Master Lease, and no event has occurred or circumstances exist which, with the giving of notice or the passage of time (or both), would constitute an event of Default by Sublessor under the Master Lease, (d) to the best of Sublessor’s knowledge, the Landlord is not in breach or violation of any term or provision of the Master Lease, and (e) the parties’ execution of this Sublease and the Master Lease, Sublandlord hereby leases to Subtenant and Subtenant leases from Sublandlord the Sublease Premises together with all rights appurtenant thereto, including the non-exclusive right to use the Common Areas Sublessee’s activities in compliance herewith shall not constitute an event of the Building as provided for Default under the Master Lease. Subtenant acknowledges and agrees that Subtenant shall have no right to, and shall not, use or occupy any portions of the Premises other than the Sublease Premises except as set forth herein. Sublandlord and Subtenant each agree and acknowledge that (a) it is their intent that, except as may be specifically excluded As a covenant to Sublessee under this Sublease, Subtenant Sublessor shall keep perform each and observe all of the its obligations and covenants under the Master Lease applicable to Sublandlord as such obligations and covenants apply to the Sublease Premises during the Sublease Term, and (b) unless specifically set forth herein, Sublandlord shall have no obligation or liability to perform any of the obligations or liabilities of Master Landlord tenant under the Master Lease as the lessor of the Sublease Premises and Master Landlord when due. Sublessor shall be solely responsible for providing all services and performing all duties and obligations of not exercise any right that it may have to terminate the Master Landlord under Lease, nor shall Sublessor voluntarily agree to terminate the Master Lease with respect Lease, unless it first obtains the written consent of Sublessee, which Sublessee may give or withhold in its sole and absolute discretion. Each party hereto agrees not to the Sublease Premises; provided that Sublandlord will use commercially reasonable efforts, at the sole cost and expense take any action which would result in an event of Subtenant, to cooperate with Subtenant in enforcing the terms of Default by Sublessor under the Master Lease. Sublandlord shall not voluntarily surrender or terminate It is agreed and understood that Sublessee obtains and is granted no more rights and privileges under this Sublease than Sublessor has as tenant under the Master Lease with respect to the Sublease Premises (as the same exists from time to time), and will not terminate the Master Lease with respect to the Offer Space (as defined below) without first offering such space to Subtenant pursuant to Section 24 below. Upon receipt of any notice from Master Landlord relating to the Sublease Premises, Sublandlord shall promptly deliver a copy of such notice to Subtenant in accordance with the terms and conditions of Section 25(a) belowLease.

Sublease. Subject Tenant shall have the right during the Term to the terms and conditions of this Sublease and the Master Lease, Sublandlord hereby leases sublease up to Subtenant and Subtenant leases from Sublandlord the Sublease Premises together with all rights appurtenant thereto, including the non-exclusive right to use the Common Areas or a portion of the Building as Premises, provided for under that all of the Master Lease. Subtenant acknowledges and agrees that Subtenant shall have no right to, and shall not, use following conditions are satisfied: (a) If all or occupy any portions substantially all of the Premises other than the Sublease Premises except as set forth hereinwill be subleased, in one or a series of subleases, to a Person who is an Affiliate of Tenant, then Landlord’s approval is not required. Sublandlord and Subtenant each agree and acknowledge that (a) it is their intent that, except as may be specifically excluded under this Sublease, Subtenant shall keep and observe If all or substantially all of the obligations and covenants under the Master Lease applicable Premises will be subleased, in one or a series of subleases, to Sublandlord as a Person who is not an Affiliate of Tenant, Landlord shall have approved of such obligations and covenants apply sublease in writing, such approval not to the Sublease Premises during the Sublease Termbe unreasonably withheld, and delayed or conditioned; (b) unless specifically set forth hereinTenant shall not be relieved of any liability for the performance of Tenant’s obligations under the Lease in the event of any such sublease, Sublandlord regardless of whether Landlord shall have no obligation or liability approved such sublease; (c) Tenant shall pay to perform Landlord any profit derived from any such sublease as and when received by Tenant if such profit is derived from a Person who is not an Affiliate of Tenant; (d) Tenant shall deliver a Transfer Notice as required by Section 10.3 below, time being of the essence; (e) the sublessee’s use of the Premises shall not violate any of the obligations or liabilities provisions of Master Landlord under the Master Lease as the lessor this Lease; (f) prior to such sublessee’s occupation of the Sublease Premises and Master subleased premises, Tenant shall deliver to Landlord shall evidence that the sublessee is maintaining all insurance required to be solely responsible for providing all services and performing all duties and obligations maintained by Tenant hereunder, including, without limitation, evidence that Landlord has been named as an additional insured on any policy of liaility insurance; (g) such subletting does not invalidate any of the Master insurance maintained by Landlord or required to be maintained under the Master this Lease with respect to the Sublease Premises; provided that Sublandlord will use commercially reasonable efforts, at the sole cost and expense of Subtenant, to cooperate with Subtenant in enforcing the terms or any Mortgage or violate any of the Master Lease. Sublandlord Requirements; and (h) During any period when any space is available for lease in the Building or will become available within one year, Tenant shall not voluntarily surrender offer any space within the Premises for sublease, or terminate enter into any sublease, which provides for a rate of rent per square foot of subleased space which, in the Master Lease with respect to aggregate, is lower than the Sublease Premises (as the same exists from time to time), aggregate rate of Base Rent and will not terminate the Master Lease with respect to the Offer Space (as defined below) without first offering such Tax and Operating Expense Rent per square foot of space to Subtenant pursuant to Section 24 below. Upon receipt of any notice from Master Landlord relating to the Sublease Premises, Sublandlord shall promptly deliver a copy of such notice to Subtenant provided in accordance with the terms and conditions of Section 25(a) belowthis Lease.

Sublease. Subject (a) Sublandlord hereby subleases to Subtenant, and Subtenant hereby subleases from Sublandlord, the Sublease Premises, together with all appurtenances thereto as provided in the Master Lease, on the terms and conditions contained in this Sublease. Subtenant's sublease of this Sublease and the Master Lease, Sublandlord hereby leases to Subtenant and Subtenant leases from Sublandlord the Sublease Premises together with all rights appurtenant thereto, including the non-exclusive right is subject to use the Common Areas of the Building as provided for under the Master Lease. Subtenant acknowledges and agrees that Subtenant shall have no right to, and shall not, use or occupy any portions of the Premises other than the Sublease Premises except as set forth herein. Sublandlord and Subtenant each agree and acknowledge that (a) it is their intent that, except as may be specifically excluded under this Sublease, Subtenant shall keep and observe all of the obligations and covenants under the Master Lease applicable to Sublandlord as such obligations and covenants apply to the Sublease Premises during the Sublease Term, and (b) unless specifically set forth herein, Sublandlord shall have no obligation or liability to perform any of the obligations or liabilities of Master Landlord under the Master Lease as provided further in this Sublease. (b) Sublandlord has executed another sublease agreement for the lessor 3rd floor of the Sublease Building in which the Premises and Master Landlord shall be solely responsible are located. Sublandlord's subtenant has been given a Right of First Offer for providing all services and performing all duties and obligations the remaining portion of the Master Landlord under the Master Lease with respect to the Sublease Premises; provided that Sublandlord will use commercially reasonable efforts, at the sole cost and expense of Subtenant, to cooperate with Subtenant in enforcing the terms of the Master Lease2nd floor. Sublandlord shall not voluntarily surrender grant Subtenant (SteelCloud) a Second Right of Offer after Sublandlord has complied with its other Subtenants Right of First Offer. Subtenant shall be granted a Right of First Offer, after any NEC related company, (a NEC related company or terminate the Master Lease with respect to the Sublease Premises (as the same exists from time to time), and will not terminate the Master Lease with respect to the Offer Space (as division shall be defined below) without first offering such space to Subtenant pursuant to Section 24 below. Upon receipt of any notice from Master Landlord relating to the Sublease Premises, Sublandlord shall promptly deliver a copy of such notice to Subtenant in accordance with the definitions contained in Section "11." Assignment and Subletting of the Master Lease Agreement) for any office space that becomes available on the first floor subject to terms and conditions herein. In the event Sublandlord is willing to sublease a portion of Section 25(athe First Floor of the building in which the Premises are located, Sublandlord shall notify Subtenant of its willingness to sublease the First Floor. Sublandlord shall indicate in writing the business terms including the rent (which rental amount shall be consistent with market rental rates) belowSublandlord is willing to accept for Available Sublease space on the First floor. Subtenant shall have five (5) days after receipt of Sublandlord's written notice to indicate in writing its agreement to sublease the available first floor space under the terms and conditions contained in Sublandlords notification. In the event Subtenant rejects Sublandlord's offer on the available space or fails to respond within the five (5) day period, Sublandlord may then market the available space to any third parties without further delay.

Sublease. Subject This Lease is a sublease and is subject to the terms of the Master Lease. (a) Each of the terms and conditions of the Master Lease are incorporated herein by this Sublease reference, and the terms, conditions and respective obligations of Landlord and Tenant to each other under this Lease shall be the terms and conditions of the Master Lease, Sublandlord hereby leases to Subtenant and Subtenant leases from Sublandlord except for those provisions that are directly contradicted by this Lease, in which event the Sublease Premises together with all rights appurtenant thereto, including the non-exclusive right to use the Common Areas terms of the Building as provided for under this Lease shall control over the Master Lease. Subtenant acknowledges and agrees that Subtenant shall have no right to, and shall not, use or occupy any portions of the Premises other than the Sublease Premises except as set forth herein. Sublandlord and Subtenant each agree and acknowledge that (a) it is their intent that, except Except as may be specifically excluded under otherwise provided in this Sublease, Subtenant Lease Tenant shall keep and observe all of the obligations hereby agrees to be subject to and covenants under the Master Lease applicable bound by and to Sublandlord as such obligations and covenants apply conform to the Sublease Premises during the Sublease Term, and (b) unless specifically set forth herein, Sublandlord shall have no obligation or liability to perform any of the obligations or liabilities of Master Landlord under the Master Lease as the lessor of the Sublease Premises and Master Landlord shall be solely responsible for providing all services and performing all duties and obligations of the Master Landlord under the Master Lease with respect to the Sublease Premises; provided that Sublandlord will use commercially reasonable efforts, at the sole cost Premises and expense to satisfy all applicable terms and conditions of Subtenant, to cooperate with Subtenant in enforcing the terms of the Master Lease. Sublandlord shall not voluntarily surrender or terminate the Master Lease with respect to the Sublease Premises (as for the same exists from time to time)benefit of the Master Lessor, and will not terminate that upon the breach of any of such terms, covenants or conditions of the Master Lease by Tenant or upon the failure of Tenant to pay rent or to comply with any provisions of this Lease, Landlord may exercise any and all rights and remedies granted to Master Lessor by the Master Lease, as well as any and all rights granted to Landlord by this Lease. It is further understood that Landlord shall not have any duty or obligations to Tenant under the Master Lease other than to maintain the Master Lease in full force and effect during the term of this Lease; provided, however, that Landlord shall not be liable to Tenant for any earlier termination of the Master Lease which is not due to Landlord's default, and Tenant agrees that any termination of the Master Lease shall likewise terminate this Lease. The parties expressly agree that Landlord assumes none of the Master Lessor's obligations as provided in the Master Lease. Tenant agrees to look solely to Master Lessor for performance of those obligations and to further hold Landlord harmless from any claim arising from Master Lessor's failure to perform its obligations, unless its failure is due to Landlord's breach of the Master Lease. (b) Except as otherwise expressly provided in this Lease, (i) Tenant expressly assumes and agrees to conform and comply with all of the terms, covenants and conditions of the Master Lease that are to be observed and performed thereunder by Landlord for the benefit of Master Lessor with respect to the Offer Space Premises (as defined belowother than payment of rent and other monetary amounts under the Master Lease which shall be paid by Landlord), and (ii) without first offering such space to Subtenant pursuant to Section 24 below. Upon receipt Tenant shall indemnify, defend and save Landlord harmless from and against any loss, damage, cost and expense (including attorneys' fees) which Landlord may sustain or incur by reason of any notice from failure on the part of Tenant to so observe and perform the same. (c) In the event that during the term of this Lease the Master Landlord relating Lease shall be terminated or come to an end for any reason, this Lease and any subleases of all or a part of the Sublease Premises, Sublandlord or any assignments of this Lease, shall promptly deliver terminate and come to an end on the effective date of the termination of said Master Lease. Except with respect to a copy termination caused by a default by Landlord under the Master Lease, Landlord shall not be liable to Tenant in any respect or to any extent for the cancellation or termination thereof except that, if Tenant is not then in default in the payment of any sums due under this Lease, beyond the expiration of any applicable cure period, any sum paid by Tenant in advance shall be refunded by Landlord; the amount of such notice refund shall be computed on a per diem basis as of the date of termination. Notwithstanding the foregoing provisions of this Paragraph 23.20 if the reason for such termination of the Master Lease shall be a default on the sole part of Tenant with respect to Subtenant in accordance with any of the terms and conditions of Section 25(a) belowthis Lease or the Master Lease, Landlord shall be entitled to recover from Tenant as liquidated damages at least an amount equal to the damages which Master Lessor shall be entitled to recover from Landlord in connection with such termination of the Master Lease.

Sublease. Subject ​ With the approval of Landlord, Tenant is authorized to sublease the terms entire leased premises, in whole or in part. Landlord may refuse consent only if due cause requires this. Due cause is especially present if, for example, the subtenant does not render services in the leased premises that are subject to VAT, unless Tenant already declares to be prepared to settle with Landlord costs and conditions financial disadvantages incurred thereby (e.g. input tax authorizations in the sense of this Sublease §15a UStG (Umsatzsteuergesetz [German Value Added Tax Act]). Landlord here and the Master Lease, Sublandlord hereby leases now issues consent to Subtenant and Subtenant leases from Sublandlord the Sublease Premises together with all rights appurtenant thereto, including the non-exclusive right sublease or to transfer use the Common Areas of partial areas of the Building rental property to Sandhelden GmbH & Co. KG and/or the DTS Catering and Planning/Xxxxxx Schnörzinger. The relevant contracts are appended as provided for under the Master LeaseAddenda 10a and 10b. Subtenant acknowledges and agrees that Subtenant shall have no right to, and shall not, use or occupy any portions of the Premises other than the Sublease Premises except as set forth herein. Sublandlord and Subtenant each agree and acknowledge that The contract with DTS Catering & Planning/Xxxxxx Schnörzinger was entered into on 6/26/2014 (a) it is their intent that, except as may be specifically excluded under this Sublease, Subtenant shall keep and observe all of the obligations and covenants under the Master Lease applicable to Sublandlord as such obligations and covenants apply to the Sublease Premises during the Sublease Term, and (b) unless specifically set forth herein, Sublandlord shall have no obligation or liability to perform any of the obligations or liabilities of Master Landlord under the Master Lease as the lessor of the Sublease Premises and Master Landlord shall be solely responsible for providing all services and performing all duties and obligations of the Master Landlord under the Master Lease with respect to the Sublease Premises; provided that Sublandlord will use commercially reasonable efforts, at the sole cost and expense of Subtenant, to cooperate with Subtenant in enforcing the terms of the Master Lease. Sublandlord shall not voluntarily surrender or terminate the Master Lease with respect to the Sublease Premises (as the same exists from time to time), and will not terminate the Master Lease with respect to the Offer Space (as defined below) without first offering such space to Subtenant pursuant to Section 24 below. Upon receipt of any notice from Master Landlord relating to the Sublease Premises, Sublandlord shall promptly deliver a copy of which is appended in Addendum 10a for purposes of proof). The contract with Sandhelden GmbH & Co. KG was entered into on 4/12/2017 (a copy of which is appended in Addendum 10b for purposes of proof). If Landlord issues its consent to sublease, then Tenant’s duties nonetheless continue to exist in relation to Landlord to fulfill all claims arising out of this contract. The sublease contract ends no later than the end of this Lease Agreement. The subtenant is granted no option rights. At the end of the existing Lease Agreement, a new Lease Agreement may be entered into between Landlord and the subtenant. ​ In the event of a sale of the rental property, the statutory rules apply; in particular, §566(2) BGB and all of Landlord’s duties existing until transfer of ownership remain unaffected. Landlord may make one or several third parties endowed with rights arising out of this Lease Agreement in such notice a way that they, in lieu of Landlord, may request Tenant’s payments. The third party or third parties within the meaning of this rule in this §13 must be the owner, co-owner, or holder of equivalent land rights pertaining to Subtenant the property which forms the subject matter of this Lease Agreement. The rights and duties of Tenant arising from this Lease Agreement are not affected by such a change. If there is a change in accordance Tenant’s legal form or in the composition of the shareholders, then Tenant’s rights and obligations continue to exist unchanged. The same applies in the case of a sale or another legal successor of Tenant, provided that it is not connected with the terms and conditions of Section 25(a) belowa change in industry.

Sublease. Subject Notwithstanding the references to this document as a "lease," Landlord is the tenant of the Project pursuant to a lease entitled "Subground Lease Agreement" dated as of June 4, 2004 made between Landlord, as subtenant, and GreDel Urban Renewal, L.L.C., as sublandlord ("PRIME LEASE") and GrxXxx Xxxxx Xenewal, L.L.C. is the tenant pursuant to a lease entixxxx "Xxxxxx Lease Agreement" dated as of June 4th, 2004, made between Landlord , as ground lessor, and GreDel Urban Renewal, L.L.C. as ground lessee ("GROUND LEASE"), a cxxx xx xxxxx was recorded in the Office of the Middlesex County Clerk on June 24, 2004 in Book 5341 at page 180 et seq. Landlord represents and warrants that as of the date hereof the Ground Lease and the Prime Lease are in full force and effect, have not been supplemented or amended, and that neither Landlord nor GreDel Urban Renewal, L.L.C. are in default under either lease. Lanxxxxx xxxxxxnts that it shall not amend or modify the Ground Lease or the Prime Lease in any manner that would adversely affect Tenant's rights under this Lease (other than to a de minimis extent) without Tenant's prior consent, which consent shall not be unreasonably withheld, conditioned or delayed. Only the terms and conditions of contained in this Sublease and the Master Lease, Sublandlord hereby leases to Subtenant however, shall govern the rights and Subtenant leases from Sublandlord the Sublease Premises together with all rights appurtenant thereto, including the non-exclusive right to use the Common Areas obligations of the Building as provided for under the Master Lease. Subtenant acknowledges Landlord and agrees Tenant; it not being intended that Subtenant shall have no right to, and shall not, use or occupy any portions of the Premises other than the Sublease Premises except as set forth herein. Sublandlord and Subtenant each agree and acknowledge that (a) it is their intent that, except as may be specifically excluded under this Sublease, Subtenant shall keep and observe all of the obligations and covenants under the Master Lease applicable to Sublandlord as such obligations and covenants apply to the Sublease Premises during the Sublease Term, and (b) unless specifically set forth herein, Sublandlord shall have no obligation or liability to perform any of the obligations terms or liabilities conditions of Master the Prime Lease be deemed incorporated herein. Landlord shall obtain from the landlord under the Master Lease as Prime Lease, and from the lessor fee owner of the Sublease Premises Project, subordination, non-disturbance and Master Landlord shall be solely responsible for providing all services attornment agreements, in form and performing all duties content substantially as attached hereto and obligations of the Master Landlord under the Master Lease with respect to the Sublease Premises; provided that Sublandlord will use commercially reasonable efforts, at the sole cost and expense of Subtenant, to cooperate with Subtenant in enforcing the terms of the Master Lease. Sublandlord shall not voluntarily surrender or terminate the Master Lease with respect to the Sublease Premises (made a part hereof as the same exists from time to time), and will not terminate the Master Lease with respect to the Offer Space (as defined below) without first offering such space to Subtenant pursuant to Section 24 below. Upon receipt of any notice from Master Landlord relating to the Sublease Premises, Sublandlord shall promptly deliver a copy of such notice to Subtenant in accordance with the terms and conditions of Section 25(a) below.SCHEDULE F. SIGNATURES ON FOLLOWING PAGE

Sublease. Subject This Sublease and all the rights of parties hereunder are subject and subordinate to the terms MASTER LEASE AGREEMENT. Each party agrees that it will not, by its act or omission to act, cause a default under the MASTER LEASE AGREEMENT. In furtherance of the foregoing, the parties hereby confirm, each to the other, that it is not practical in this SUBLEASE to enumerate all of the rights and conditions obligations of the various parties under the MASTER LEASE AGREEMENT and specifically to allocate those rights and obligations in this Sublease. Accordingly, in order to afford to CONTRACTOR the benefits of this Sublease and the Master Lease, Sublandlord hereby leases to Subtenant and Subtenant leases from Sublandlord the Sublease Premises together with all rights appurtenant thereto, including the non-exclusive right to use the Common Areas of those provisions of the Building as provided for MASTER LEASE AGREEMENT which by their nature are intended to benefit the party in possession of the LEASED PREMISES, and in order to protect GPA against a default by CONTRACTOR which might cause a default or event of default by GPA under the Master Lease. Subtenant acknowledges and agrees that Subtenant MASTER LEASE AGREEMENT: Provided CONTRACTOR shall have no right to, and shall not, use or occupy any portions of the Premises other than the Sublease Premises except timely pay all charges as set forth herein. Sublandlord and Subtenant each agree and acknowledge that (a) it is their intent that, except as may be specifically excluded due under this Sublease. GPA shall pay, Subtenant when and as due, the monthly tank rent lease fee, payable by GPA to OWNER under the MASTER LEASE AGREEMENT; Except as otherwise expressly provided herein, GPA shall keep perform its covenants and observe obligations under the MASTER LEASE AGREEMENT which do not require for its performance possession of the LEASED PREMISES and which are not otherwise to be performed hereunder by CONTRACTOR on behalf of GPA. Except as otherwise expressly provided herein, CONTRACTOR shall perform all affirmative covenants and shall refrain from performing any act which is prohibited by the negative covenants of the MASTER LEASE AGREEMENT, where the obligation to perform or refrain from performing is by its nature imposed upon the party in possession of the Premises. If practicable, CONTRACTOR shall perform affirmative covenants which are also covenants of GPA under the MASTER LEASE AGREEMENT at least five (5) days prior to the date when GPA’s performance is required under the MASTER LEASE AGREEMENT. GPA shall have the right to enter the Premises to cure any default by CONTRACTOR under this Section. GPA hereby grants to CONTRACTOR the right to receive all of the obligations and covenants under the Master Lease applicable to Sublandlord as such obligations and covenants apply to the Sublease Premises during the Sublease Term, and (b) unless specifically set forth herein, Sublandlord shall have no obligation or liability to perform any of the obligations or liabilities of Master Landlord under the Master Lease as the lessor of the Sublease Premises and Master Landlord shall be solely responsible for providing all services and performing all duties and obligations of the Master Landlord under the Master Lease benefits with respect to the LEASED PREMISES which are to be provided by OWNER under the MASTER LEASE AGREEMENT. GPA shall have no duty to perform any obligations of OWNER which are, by their nature, the obligation of an OWNER or manager of real property. For example, GPA shall not be required to provide the services or repairs which the OWNER is required to provide under the MASTER LEASE AGREEMENT. GPA shall have no responsibility for or be liable to CONTRACTOR for any default, failure or delay on the part of OWNER in the performance or observance by OWNER of any of its obligations under the MASTER LEASE AGREEMENT, nor shall such default by OWNER affect this Sublease Premises; or waive or defer the performance of any of CONTRACTOR’s obligations hereunder except to the extent that such default by OWNER excuses performance by GPA, under the MASTER LEASE AGREEMENT. Notwithstanding the foregoing, the parties contemplate that OWNER shall, in fact, perform its obligations under the MASTER LEASE AGREEMENT and in the event of any default or failure of such performance by OWNER, GPA agrees that it will, upon notice from CONTRACTOR, make demand upon OWNER to perform its obligations under the MASTER LEASE AGREEMENT and, provided that Sublandlord CONTRACTOR specifically agrees to pay all costs and expenses of GPA and provides GPA with security reasonably satisfactory to GPA to pay such costs and expenses, GPA will use commercially reasonable efforts, at take appropriate legal action to enforce the sole cost and expense of Subtenant, to cooperate with Subtenant in enforcing the terms of the Master Lease. Sublandlord shall not voluntarily surrender or terminate the Master Lease with respect to the Sublease Premises (as the same exists from time to time), and will not terminate the Master Lease with respect to the Offer Space (as defined below) without first offering such space to Subtenant pursuant to Section 24 below. Upon receipt of any notice from Master Landlord relating to the Sublease Premises, Sublandlord shall promptly deliver a copy of such notice to Subtenant in accordance with the terms and conditions of Section 25(a) belowMASTER LEASE AGREEMENT.

Sublease. Subject to the terms (a) Sublessor and conditions Sublessee acknowledge that this Lease is in fact a sublease of this Sublease and the Master Lease, Sublandlord hereby leases to Subtenant and Subtenant leases from Sublandlord the Sublease Premises together with all rights appurtenant thereto, including the non-exclusive right to use the Common Areas of the Building as provided for Sublessor’s leasehold interest under the Master Lease. Subtenant Sublessee acknowledges that it has reviewed and agrees that Subtenant shall have no right to, it accepts the terms and shall not, use or occupy any portions provisions of the Premises other than the Sublease Premises except as set forth herein. Sublandlord Master Lease and Subtenant each agree and acknowledge that (a) it is their intent hereby agrees that, except as may be specifically excluded in addition to all other covenants and obligations on the part of Sublessee under this SubleaseLease, Subtenant Sublessee shall keep and observe all of the obligations and covenants not engage in any act or omission that constitutes or causes a default under the Master Lease applicable to Sublandlord as such obligations and covenants apply to or that would, with the Sublease Premises during passage of time or the Sublease Termgiving of notice or both, and (b) unless specifically set forth herein, Sublandlord shall have no obligation constitute or liability to perform any cause a default under the Master Lease. Without limiting the generality of the obligations foregoing, Sublessee acknowledges that in all instances where the consent or liabilities approval of Master the Landlord under the Master Lease as is required before any particular action or activity may take place, then Sublessee may not engage in any such action or activity or cause same to occur without having received prior notice from Sublessor that the lessor required consent or approval of Landlord has been obtained. Further without limiting the generality of the Sublease Premises and Master foregoing, Sublessee agrees that it will not object to or attempt to prevent or hinder the exercise by Landlord shall be solely responsible for providing all services and performing all duties and obligations of the Master or any rights or privileges afforded to Landlord under the Master Lease, notwithstanding the fact that the exercise of such rights or privileges may be directed toward or have application to Sublessee in lieu of or in the place of Sublessor as tenant under the Master Lease. (b) The Lease with respect and all the rights of parties hereunder are subject and subordinate to the Sublease Premises; Master Lease. Each party agrees that it will not, by its act or omission to act, cause a default under the Master Lease. (c) Except as otherwise expressly provided that Sublandlord will use commercially reasonable effortsherein, at Sublessee shall perform all affirmative covenants and shall refrain from performing any act which is prohibited by the sole cost and expense of Subtenant, to cooperate with Subtenant in enforcing the terms negative covenants of the Master Lease, where the obligation to perform or refrain from performing is by its nature imposed upon the party in possession of the Premises or with rights to the parking spaces. Sublandlord Sublessor shall not voluntarily surrender or have the right to enter the Premises to cure any default by Sublessee under this Section. (d) Notwithstanding any provision to the contrary, this Lease shall terminate on the date the Master Lease with respect to the Sublease Premises (as the same exists from time to time), and will not terminate the Master Lease with respect to the Offer Space (as defined below) without first offering such space to Subtenant pursuant to Section 24 below. Upon receipt terminates regardless of any notice from Master Landlord relating to the Sublease Premises, Sublandlord shall promptly deliver a copy of such notice to Subtenant in accordance with the terms and conditions of Section 25(a) below.cause

Sublease. Subject to the terms and conditions of this Sublease and the Master Lease, Sublandlord hereby leases subleases to Subtenant and Subtenant leases hereby subleases from Sublandlord Sublandlord, the Sublease Premises together with all rights appurtenant theretoon an "as-is," "where-is" basis, including subject to the non-exclusive right terms, covenants and conditions set forth in this Sublease. No representations or warranties of any kind have been made to use Subtenant concerning the Common Areas condition of the Building as provided for under the Master Lease. Subtenant acknowledges and agrees that Subtenant shall Sublease Premises, nor have no right to, and shall not, use any promises to alter or occupy any portions of the Premises other than improve the Sublease Premises except been made by Sublandlord or any party on behalf of Sublandlord. Subtenant is subleasing the Sublease Premises from Sublandlord after having had an opportunity to fully inspect the Sublease Premises and the right not to execute this Sublease if the results of said inspection were unacceptable. Therefore, Subtenant hereby agrees that the term "as set forth hereinis" means that upon having approved said inspection, it will sublease the Sublease Premises, without warranty or representation, either oral or written, or expressed or implied, as to the physical condition of the Sublease Premises and/or the compliance of same with building, fire, health and zoning codes and other applicable laws, ordinances and regulations. Sublandlord hereby expressly disclaims any and Subtenant each agree and acknowledge that (a) it is their intent thatall warranties or representations made to Subtenant, except whether the same were made by any partner, officer, director or employee of Sublandlord or any other agent of same, such as may be specifically excluded under a broker. At the termination of this Sublease, Subtenant shall keep and observe all of the obligations and covenants under the Master Lease applicable to Sublandlord as such obligations and covenants apply to surrender the Sublease Premises during to Sublandlord in the condition received, reasonable wear and tear excepted and all improvements and/or modifications installed by Subtenant in the Sublease TermPremises (excluding only trade fixtures and equipment, furniture, furnishings and other moveable items) shall remain and be the property of Sublandlord, unless Sublandlord and/or Landlord otherwise notifies Subtenant to remove same, and (b) unless specifically set forth hereinrepair all damage caused by such removal. For purposes hereof, Sublandlord shall have no obligation or liability to perform any of the obligations or liabilities of Master Landlord under the Master Lease as the lessor "rentable square feet" of the Sublease Premises set forth in Recital B above are hereby agreed to by Sublandlord and Master Landlord shall be solely responsible for providing all services Subtenant and performing all duties and obligations of the Master Landlord under the Master Lease with respect to the Sublease Premises; provided that Sublandlord will use commercially reasonable efforts, at the sole cost and expense of Subtenant, to cooperate with Subtenant in enforcing the terms of the Master Lease. Sublandlord shall not voluntarily surrender or terminate the Master Lease with respect be subject to the Sublease Premises (as the same exists from time to time), and will not terminate the Master Lease with respect to the Offer Space (as defined below) without first offering such space to Subtenant pursuant to Section 24 below. Upon receipt of any notice from Master Landlord relating to the Sublease Premises, Sublandlord shall promptly deliver a copy of such notice to Subtenant in accordance with the terms and conditions of Section 25(a) belowrevision.

Sublease. Subject 1.1 Metro Center Associates, L.P. successor in interest to Unum Pension and Insurance Company ("Landlord")and Sublandlord entered into a lease ("Lease") made the terms 9th day of August, 1991, and conditions 1st amendment to lease dated 11th day of this Sublease November, 1996, for certain premises ("Leasehold") in the building located at 0000 Xxxxxxxxx XXXX, X.X., Xxxxx 000, Xxxxxxxxxxx, XX, 00000 ("Building"), a copy of which Lease is attached hereto and the Master Lease, made a part hereof as EXHIBIT "A". Sublandlord hereby leases to Subtenant and Subtenant hereby leases from Sublandlord a portion of the Leasehold ("Subleased Premises") shown cross-hatched on EXHIBIT "B" attached hereto and made a part hereof. 1.2 This Sublease Premises together with is expressly made subject and subordinate to all rights appurtenant theretothe terms, including the non-exclusive right covenants and conditions of said Lease which are incorporated herein by reference. Subtenant agrees to use the Common Areas Subleased Premises in accordance with the terms, covenants and conditions of said Lease, and not do or omit to do anything which will breach any of the Building as provided terms, conditions and covenants thereof. Subtenant further agrees to assume the obligation for performance of all Sublandlord's obligations under the Master Lease. Subtenant acknowledges and agrees that Subtenant shall have no right to, and shall not, use or occupy any portions of the Premises other than the Sublease Premises except as set forth herein. Sublandlord and Subtenant each agree and acknowledge that (a) it is their intent that, except as may be specifically excluded under modified by this Sublease, Subtenant shall keep and observe all of the obligations and covenants under the Master Lease applicable to Sublandlord as such obligations and covenants apply with respect only to the Sublease Premises during the Sublease TermSubleased Premises, and (b) unless specifically set forth herein, Sublandlord shall have no obligation or liability to perform any of the obligations or liabilities of Master Landlord under the Master Lease as the lessor of the Sublease Premises and Master Landlord shall be solely responsible for providing all services and performing all duties and obligations of the Master Landlord under the Master Lease with except in respect to the Sublease Premises; provided that Sublandlord will use commercially reasonable efforts, at the sole cost and expense amount of Subtenant, to cooperate with Subtenant in enforcing the terms of the Master Lease. Sublandlord shall not voluntarily surrender or terminate the Master Lease with respect to the Sublease Premises (as the same exists from time to time), and will not terminate the Master Lease with respect to the Offer Space Rent (as defined below) without first offering such space to be paid. Sublandlord has not offered nor conveyed any rights not afforded Sublandlord by Landlord under the Lease. 1.3 Subtenant pursuant has no authority to Section 24 belowcontact or make any agreement with Landlord concerning the Subleased Premises or the Lease, and Subtenant shall not make any payment of Rent or other charges to Landlord but only to Sublandlord; the Lease describes Landlord's duties; and Sublandlord is not obligated to perform Landlord's duties. Upon receipt of any If Landlord fails to perform its duties, Subtenant shall promptly provide notice from Master Landlord relating to the Sublease PremisesSublandlord, then Sublandlord shall promptly deliver a copy of such notice to Subtenant in accordance notify Landlord and demand that Landlord comply with the terms and conditions Lease. In no event shall Sublandlord incur any liability, be responsible nor shall there be any set-off, deduction or abatement of Section 25(a) belowRent arising from Landlord's failure to comply with its duties.

Sublease. Provided there is no uncured monetary default by Tenant under this Lease, Tenant may sublease all or any portion of the Premises, and may assign, encumber, extend or renew any such sublease, from time to time during the Term without Landlord’s consent (the “Project Subtenant Leases”), provided that all of the following requirements are satisfied: (i) If requested by Landlord, District and/or any Fee Mortgagee, the subtenant under each Project Subtenant Lease (the “Project Subtenant”) shall have executed and delivered in recordable form to the requesting party a subordination, nondisturbance and attornment agreement in form, scope and substance reasonably satisfactory to Landlord, District, such Fee Mortgagee and such Project Subtenant (the “Attornment Agreement”). (ii) The term of such Project Subtenant Lease shall be no longer than the then unexpired Term (without reference to any unexercised options to renew or extend) of this Lease; (iii) Subject to the terms future rights of Leasehold Mortgagees, such Project Subtenant Lease shall contain a statement in bold type or print notifying the Project Subtenant that Tenant (or other sublessor, as the case may be) has assigned its rights to the rent due under such Project Subtenant Lease to Landlord and conditions of this Sublease and the Master Lease, Sublandlord hereby leases to Subtenant and Subtenant leases from Sublandlord the Sublease Premises together with all rights appurtenant thereto, including the non-exclusive right to use the Common Areas of the Building as provided for under the Master Lease. Subtenant acknowledges and agrees that Subtenant shall have no right to, and shall not, use or occupy any portions of the Premises other than the Sublease Premises except as set forth herein. Sublandlord and Subtenant each agree and acknowledge that (a) it is their intent that, except as may be specifically excluded under this Sublease, Subtenant shall keep and observe all of the obligations and covenants under the Master Lease applicable to Sublandlord as such obligations and covenants apply to the Sublease Premises during the Sublease Term, and (b) unless specifically set forth herein, Sublandlord shall have no obligation or liability to perform any of the obligations or liabilities of Master Landlord under the Master Lease as the lessor of the Sublease Premises and Master Landlord shall be solely responsible for providing all services and performing all duties and obligations of the Master Landlord under the Master Lease with respect to the Sublease Premises; provided that Sublandlord will use commercially reasonable efforts, at the sole cost and expense of Subtenant, to cooperate with Subtenant in enforcing the terms of the Master Lease. Sublandlord shall not voluntarily surrender or terminate the Master Lease with respect to the Sublease Premises (as the same exists extent such rental payments are from time to time), and will not terminate the Master Lease with respect time being made to the Offer Space Tenant Leasehold Mortgagees, the Project Subtenant is to make rental payments directly to. Landlord upon receiving any request therefor from Landlord. (iv) Such Project Subtenant Lease shall contain a provision requiring the Project Subtenant thereunder to enter into attornment agreements and to execute estoppel certificates from time to time in form, scope and substance reasonably satisfactory to Landlord, Fee Mortgagees and, as defined belowto the estoppel certificates only, prospective purchasers or assignees of Landlord’s interest in the Project, if requested by Landlord and/or any of Fee Mortgagees; (v) without first offering such space Tenant (or other sublessor, as the case may be) shall not accept more than twelve (12) months’ prepaid rent from any Project Subtenant unless all sums in excess of twelve (12) months’ rent are placed into an interest bearing escrow account reasonably satisfactory to Subtenant pursuant Landlord and the Fee Mortgagees; and (vi) At least thirty (30) days prior to Section 24 below. Upon receipt the effective date of any notice from Master Landlord relating to the Sublease PremisesProject Subtenant Lease, Sublandlord or of any amendment or assignment thereof, Tenant shall promptly deliver submit a copy of such notice lease, amendment or assignment, as the case may be, to Landlord. (vii) Landlord hereby agrees that with respect to any Qualifying Subleases (defined below) made by Tenant and permitted pursuant to this Paragraph: (A) The Project Subtenants shall not be joined as an adverse or party defendant in any action or proceeding which may be instituted or commenced by Landlord to terminate or enforce this Lease. (B) The Project Subtenants shall not be evicted from any portion of the Premises, nor shall any right of any Project Subtenant(s) under this Lease be affected in any way by reason of any modification of or default under this Lease. (C) The leasehold estate of any Project Subtenant shall not be terminated or disturbed during the Term by reason of any default under this Lease, and Landlord will recognize and honor such subtenants occupying the Premises so long as the Project Subtenants are not in default of their respective agreements and the Project Subtenants agree to attorn to Landlord in the event of Tenant’s default. Landlord may join a Project Subtenant in accordance with an action to terminate or enforce this Lease only if the terms Project Subtenant is in default of the provisions of this Lease or of the Project Subtenant Lease, beyond any time given to the Project Subtenant to cure such default. (D) Landlord agrees to execute and conditions acknowledge in recordable form, and to cause the Master Lessor and any lender having a mortgage, deed of Section 25(atrust or other security on the interest of Landlord or Master Lessor in the Premises, Lease or Master Lease, to execute in recordable form, from time to time for the benefit of Project Subtenants, a nondisturbance and attornment agreement certifying to the matters set forth in this subparagraph 14(f)(vii) belowabove and containing such other provisions reasonably requested by Tenant, which agreement may be recorded by Tenant in the Official Records of Santa Xxxxx County, California.

Sublease. Except for the Permitted Subleases, Tenant may not sublease, license or grant concession rights as to (for convenience in this ARTICLE 25, “sublease”) any portion of the Premises without the Port’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be given if the proposed subtenant is financially capable of performing the obligations of the Tenant under this Agreement for the portion of the Premises or portion of the Term being subleased. Tenant shall at the time the Tenant requests the consent of the Port, deliver to the Port such information in writing as the Port may reasonably require respecting the proposed subtenant, including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed subtenant and the proposed documentation for the transfer as described below. In determining whether to grant such a consent to a sublease, the Port may consider all factors which Lessor reasonably determines in good faith are relevant to its decision. Within twenty (20) days after receipt of all required information, the Port shall, in its sole discretion, elect one of the following: (a) to consent to such proposed sublease or (b) to refuse such consent. Any such sublease shall be subject to all of the covenants, conditions, agreements and terms of this Agreement. 25.1.1 No sublease by Tenant shall relieve Tenant of any obligation under this Agreement, including Tenant’s obligation to pay Base Rent, fees or Additional Rent hereunder. Any purported sublease contrary to the provisions hereof (or for which consent is not specifically obtained) shall be void. Any sublease shall specifically be subject and subordinate at all times to this Agreement, and to all of its covenants, agreements, terms, provisions, and conditions. 25.1.2 Tenant agrees that any sublease will contain a provision in substance that if there is any termination whatsoever of this Agreement then the subtenant, licensee or concessionaire, at the request of the Port, will attorn to the Port and the subtenant, licensee or concessionaire, if the Port so requests, shall continue in effect with the Port. Nothing herein shall be deemed to require the Port to accept such attornment. 25.1.3 Tenant further agrees that any sublease will contain a provision in substance requiring each and every subtenant, licensee or concessionaire to maintain commercial liability insurance protecting against claims for bodily injury including death, personal injury and property damage in such amounts, and on such forms, as is commercially reasonable in light of the then-existing insurance and real estate markets. 25.1.4 Tenant agrees that the Port is not, and will not be, responsible for the payment of any brokerage commissions, or finder’s fees or similar charges of any nature in connection with any sublease, and Tenant agrees to indemnify and hold the Port harmless from and against any claims liability, losses or expenses, including reasonable attorneys’ fees, incurred by the Port in connection with any claims for a commission by any broker or agent in connection with any sublease (including any direct relationship with any subtenant, licensee or concessionaire that may result by way of attornment). 25.1.5 Subject to the terms and conditions of this Sublease and a Leasehold Mortgage, in the Master Lease, Sublandlord hereby leases to Subtenant and Subtenant leases from Sublandlord the Sublease Premises together with all rights appurtenant thereto, including the non-exclusive right to use the Common Areas of the Building as provided for under the Master Lease. Subtenant acknowledges and agrees event that Subtenant shall have no right to, and shall not, use or occupy any portions portion of the Premises is sublet or occupied by anyone other than Tenant, the Sublease Premises except as set forth herein. Sublandlord Port may, upon the default of Tenant, collect rent from the subtenant, licensee, concessionaire or occupant and Subtenant each agree and acknowledge that (a) it is their intent that, except as may be specifically excluded under this Sublease, Subtenant shall keep and observe all of apply the obligations and covenants under the Master Lease applicable to Sublandlord as such obligations and covenants apply amount collected to the Sublease Premises during the Sublease Term, and (b) unless specifically set forth herein, Sublandlord shall have no obligation or liability to perform any of the obligations or liabilities of Master Landlord Rent reserved under the Master Lease as the lessor of the Sublease Premises and Master Landlord shall be solely responsible for providing all services and performing all duties and obligations of the Master Landlord under the Master Lease with respect to the Sublease Premises; provided that Sublandlord will use commercially reasonable efforts, at the sole cost and expense of Subtenant, to cooperate with Subtenant in enforcing the terms of the Master Lease. Sublandlord shall not voluntarily surrender or terminate the Master Lease with respect to the Sublease Premises (as the same exists from time to time)this Agreement, and will not terminate the Master Lease with respect to the Offer Space (as defined below) but without first offering such space to Subtenant pursuant to Section 24 below. Upon receipt of any notice from Master Landlord relating to the Sublease Premises, Sublandlord shall promptly deliver a copy of such notice to Subtenant in accordance with the terms and conditions of Section 25(a) belowthereby affecting Tenant’s liability under this Agreement.

Sublease. Except for the Permitted Subleases, Tenant may not sublease, license or grant concession rights as to (for convenience in this Article 26, “sublease”) any portion of the Premises without the Port’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be given if the proposed subtenant is financially capable of performing the obligations of the Tenant under this Agreement for the portion of the Premises or portion of the Term being subleased. Tenant shall at the time the Tenant requests the consent of the Port, deliver to the Port such information in writing as the Port may reasonably require respecting the proposed subtenant, including, without limitation, the name, address, nature of business, ownership, financial responsibility and standing of such proposed subtenant and the proposed documentation for the sublease. In determining whether to grant such a consent to a sublease, the Port may consider all factors which the Port reasonably determines in good faith are relevant to its decision. Within twenty (20) days after receipt of all required information, the Port shall, in its sole discretion, elect one of the following: (a) to consent to such proposed sublease or (b) to refuse such consent. Any such sublease shall be subject to all of the covenants, conditions, agreements and terms of this Agreement. Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, the foregoing provisions of this Section 26.1), Tenant may, without the Port’s prior written consent, sublease all or any portion of the Premises but only if such subleases constitute Permitted Subleases as defined in Section 1.45. In connection with the Port’s review of any proposed sublease, Tenant shall reimburse the Port up to five thousand dollars ($5,000) in actual out of pocket expenses incurred by the Port related to the Port’s review. 26.1.1 No sublease by Tenant shall relieve Tenant of any obligation under this Agreement, including Tenant’s obligation to pay Base Rent, fees or Additional Rent hereunder. Any purported sublease that is not (a) a Permitted Sublease (as that term is defined in Section 1.44); or (b) a sublease for which Tenant has obtained the Port’s consent, shall be void, but all Permitted Subleases shall be valid and effective without the need to obtain any consent or approval of the Port. Any sublease shall specifically be subject and subordinate at all times to this Agreement, and to all of its covenants, agreements, terms, provisions, and conditions. 26.1.2 Tenant agrees that any sublease will contain a provision in substance that if there is any termination whatsoever of this Agreement then the subtenant, licensee or concessionaire, at the request of the Port, will attorn to the Port and the subtenant, licensee or concessionaire, if the Port so requests, shall continue in effect with the Port. Nothing herein shall be deemed to require the Port to accept such attornment. 26.1.3 Tenant further agrees that any sublease will contain a provision in substance requiring each and every subtenant, licensee or concessionaire to maintain commercial liability insurance protecting against claims for bodily injury including death, personal injury and property damage in such amounts, and on such forms, as is commercially reasonable in light of the then-existing insurance and real estate markets, endorsed to name both Tenant and the Port Parties as additional insureds.loss payees. 26.1.4 Tenant agrees that the Port is not, and will not be, responsible for the payment of any brokerage commissions, or finder’s fees or similar charges of any nature in connection with any sublease, and Xxxxxx agrees to indemnify and hold the Port harmless from and against any claims liability, losses or expenses, including reasonable attorneys’ fees, incurred by the Port in connection with any claims for a commission by any broker or agent in connection with any sublease (including any direct relationship with any subtenant, licensee or concessionaire that may result by way of attornment). 26.1.5 Subject to the terms and conditions of this Sublease and a Leasehold Mortgage, in the Master Lease, Sublandlord hereby leases to Subtenant and Subtenant leases from Sublandlord the Sublease Premises together with all rights appurtenant thereto, including the non-exclusive right to use the Common Areas of the Building as provided for under the Master Lease. Subtenant acknowledges and agrees event that Subtenant shall have no right to, and shall not, use or occupy any portions portion of the Premises is sublet or occupied by anyone other than Tenant, the Sublease Premises except as set forth herein. Sublandlord Port may, upon an Event of Default of Tenant, collect rent from the subtenant, licensee, concessionaire or occupant and Subtenant each agree and acknowledge that (a) it is their intent that, except as may be specifically excluded under this Sublease, Subtenant shall keep and observe all of apply the obligations and covenants under the Master Lease applicable to Sublandlord as such obligations and covenants apply amount collected to the Sublease Premises during the Sublease Term, and (b) unless specifically set forth herein, Sublandlord shall have no obligation or liability to perform any of the obligations or liabilities of Master Landlord Rent reserved under the Master Lease as the lessor of the Sublease Premises and Master Landlord shall be solely responsible for providing all services and performing all duties and obligations of the Master Landlord under the Master Lease with respect to the Sublease Premises; provided that Sublandlord will use commercially reasonable efforts, at the sole cost and expense of Subtenant, to cooperate with Subtenant in enforcing the terms of the Master Lease. Sublandlord shall not voluntarily surrender or terminate the Master Lease with respect to the Sublease Premises (as the same exists from time to time)this Agreement, and will not terminate the Master Lease with respect to the Offer Space (as defined below) but without first offering such space to Subtenant pursuant to Section 24 below. Upon receipt of any notice from Master Landlord relating to the Sublease Premises, Sublandlord shall promptly deliver a copy of such notice to Subtenant in accordance with the terms and conditions of Section 25(a) belowthereby affecting Tenant’s liability under this Agreement.