exv10w15






Exhibit 10.15




SUBLEASE




1. PARTIES




          This Sublease is entered into as of January 30, 2009 (the “Sublease”), by and between CORT
Business Services Corporation, doing business as CORT Furniture Rental, (hereinafter the
“Sublessor”) with its principal office located at 11250 Waples Mill Road, Suite 500, Fairfax, VA
22030 and Atlantic Diving Supply Inc. dba ADS, Inc. (hereinafter the “Sublessee”), with its
principal office being located at 477 Viking Drive, Suite 350 Virginia Beach, VA 23452. This
Sublease is made under that certain Master Lease dated September 25, 2000, as further Amended by
First Amendment on August 18, 2005, between Sublessor as Tenant, and Mission Trails, LLC A copy of
the Master Lease and the First Amendment are attached hereto, marked Exhibit A, and incorporated
herein by this reference.



2. DESCRIPTION OF PREMISES




          Sublessor hereby subleases to Sublessee, and Sublessee hereby sublets from Sublessor for the
term, at the rental, and upon all of the conditions set forth herein, a portion of that certain
real property located at 7401 Katelyn Court (the “Subleased Premises”), containing approximately
25,637 square feet of the premises on February 1, 2009. The Subleased Premises shall be delivered by
Sublessor to Sublessee in “as-is” and broom clean condition.



3. PROVISIONS CONSTITUTING SUBLEASE




          This Sublease is subject to all of the terms, covenants, and conditions of the Master Lease,
and Sublessee hereby agrees to assume and perform during the term of the Sublease each and all of
the covenants and obligations of Sublessor as Tenant under said Master Lease except the payment of
rent and other amounts thereunder to the Landlord under the Master Lease. All of the provisions and
terms of the Master Lease are merged and incorporated herein except to the extent those terms are
modified in this Sublease.



4. TERM





     4.1 This Sublease is for a term of two years, commencing February 1, 2009 and ending January
31, 2011. If Sublessee with or without Sublessor’s consent, remains in possession of the Premises
or any part thereof after the expiration of the Term hereof, such occupancy shall be a tenancy from
month to month upon all the provisions of this Sublease and the Master Lease pertaining to the
obligations of Sublessee and either party may terminate the Sublease upon thirty (30) days prior
written notice.




     4.2 Notwithstanding said commencement date, if for any reason Sublessor cannot deliver
possession of the Subleased Premises on the above commencement date, Sublessor shall not be subject
to any liability therefore, nor shall such failure affect the validity of this Sublease or the
obligations of the Sublessee hereunder or extend the term hereof, but in such case Sublessee shall
not be obligated to pay rent until possession of the Premises is tendered to Sublessee; provided
however, that if Sublessor shall not have delivered possession of the Subleased Premises by
February 20, 2009, Sublessee may, at Sublessee’s option, by notice in writing to Sublessor within
ten (10) days thereafter, cancel this Sublease, in which event the parties shall be discharged from







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all obligations thereunder and the Sublease will terminate. If Sublessee occupies the Subleased
Premises prior to said commencement date, such occupancy shall be subject to all provisions hereof,
such occupancy shall not advance the expiration date and Sublessee shall pay rent for such period
at the initial monthly rates set forth below.




     4.3 Sublessee shall have no right to exercise any options or right to extend the Master Lease
beyond the initial term, nor any right of the first refusal under the Master Lease, except as
provided for under a separate agreement between Landlord and Sublessee.



5. RENT





     5.1 The Rent under this Sublease shall be Three Hundred Seventy Two Thousand Dollars
($372,000) payable (except as set forth in Paragraph 14) without deduction, set off, abatement, or
demand as follows, $15,000 per month for the period from February 1, 2009 until January 31, 2010
and $16,000 per month from February 1, 2010 until January 31, 2011, such Rent payable in advance
on the first day of each calendar month. If the term of this Sublease commences on other than the
first day of a month, then the installment of rent for such month shall be pro-rated and paid on
the commencement date thereof. First month’s rent shall be due and payable upon execution of
Sublease.




     5.2 Sublessee shall pay the rent as above provided and any other sums that may become due to
Sublessor, as a result of Sublessee’s actions , at the following address:


CORT Business Services Corporation

11250 Waples Mill Road, Suite 500

Fairfax, VA 22030

Attn.: Lease Administrator





or at such other place or places as may be hereafter designated by Sublessor. Such rent payments
shall be paid by federally insured bank check, wire transfer or certified funds.




     5.3 Sublessee hereby acknowledges that late payments to Sublessor of rent or other sums due
hereunder will cause Sublessor to incur costs not contemplated by this Sublease, the exact amount
of which shall be extremely difficult to ascertain. If any rent or other sum due from Sublessee is
not received by Sublessor within five (5) days after its due date, then Sublessee shall pay to
Sublessor a late charge equal five (5) percent of such overdue amount plus any reasonable
attorney’s or collection agencies’ fees incurred by Sublessor by reason of Sublessee’s failure to
pay rent and/or other charges hereunder. Sublessor’s acceptance of such late charges shall not
constitute a waiver of Sublessee’s default with respect to such overdue amount or stop Sublessor
from exercising any of the other rights and remedies granted hereunder. All rent and other sums of
whatever nature owed by Sublessee to Sublessor under this Lease that remain unpaid for more than
five (5) days after its due date shall bear interest at the rate of ten percent (10%) per annum (or,
if lower, the highest lawful rate) from the date due until paid.



6. TAXES




          Sublessor shall pay the real estate taxes in accordance with the Master Lease. Sublessee shall
pay any and all taxes on the Sublessee’s contents, inventory and/or movable furnishing and fixtures







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located in the Subleased Premises and all taxes on all utilities used and consumed on Subleased
Premises.




7. INSURANCE





     7.1. Sublessee shall maintain at all times during the term of this Agreement, and while
Sublessee’s property is located on the Subleased Premises, all insurance required by the Master
Lease per Paragraph 4.13, and shall deliver to Sublessor a certificate of insurance showing such
coverage prior to the commencement of the Sublease.




     7.2. From and after the commencement of occupancy by Sublessee, the Sublessee shall protect,
indemnify and hold harmless the Sublessor from and against any and all liability to third parties
incurred by any acts of neglect of the Sublessee or any of its agents, servants or employees in, on
or about the Subleased Premises. Sublessee shall at all times and at its own cost and expense
maintain comprehensive public liability and property damage insurance for the Subleased Premises
with a single combined limit of not less than $2,000,000 per incident naming Sublessor and Landlord
as additional insured and insuring against all liability of Sublessee and its authorized
representatives arising out of and in connection with Sublessee’s use or occupancy of the Subleased
Premises.




     7.3. Sublessee shall assume the risk of damage to any fixtures, goods, inventory, merchandise,
equipment, furniture and leasehold improvements and Sublessor shall not be liable for injury to
Sublessee’s business or any loss of income therefrom relative to such damage. In addition to
maintaining public liability and property damage for the Subleased Premises Sublessee shall at all
times during the term of this Lease, and at its own cost and expense, procure and continue in force
the following insurance coverage:




	 	a.)	 	“All risk” coverage insurance, in an amount equal to the full replacement value of all
fixtures, furniture, equipment and other personal property located on the Premises, together with
improvements installed by or at the expense of the Sublessee, for one hundred percent (100%) of the
current replacement value of such property.
	 
	 	b.)	 	Worker’s Compensation in an amount not less than required by law and employers’ liability
insurance of no less than a million dollars ($1,000,000.00).
	 
	 	c.)	 	Business interruption insurance with sufficient coverage to provide for payment of rent
and other fixed costs during any interruption of Sublessee’s business by reason of fire or other
similar cause.
	 
	 	d.)	 	Plate glass insurance on the Subleased Premises.






     7.4. Insurance Policies — The limits of said insurance policies shall not however,
limit the liability of Sublessee hereunder. If Sublessee fails to procure and maintain said
insurance, Sublessor may, but shall not be required to, procure and maintain same, but at the
expense of Sublessee. Insurance required hereunder shall be in companies with a Best rating of AXII
or better and each policy shall provide that is not subject to cancellation or reduction in
coverage except after thirty (30) days’ written notice to Sublessor and Landlord. Sublessee shall
deliver to Sublessor prior to occupancy of the Subleased Premises certificates evidencing the
existence and amounts of such insurance and naming Sublessor and Landlord as additional insured,
and shall not materially change such policies except after thirty (30) days prior written notice to
Sublessor.







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8. INTERIOR IMPROVEMENTS




          Sublessee agrees to accept, subject to a walk through, the Subleased Premises in its
existing condition and “as-is” condition without any faults, if any, therein, except for latent
defects therein to the extent and only to the extent Sublessor is likewise entitled to proceed
against and recover from Landlord under the Master Lease for and on account of such latent defects
in the Subleased Premises. Notwithstanding the above, Sublessor shall deliver the Premises and all
improvements and equipment, including but not limited to, structural, roof, mechanical, electrical,
lighting, flooring, plumbing, doors, locks, carpeting, load levelors, bumpers, glass and ceiling
tiles in good working condition, normal wear and tear excepted. Sublessor covenants to Sublessee
that it has no knowledge of any defect in the Subleased Premises.



          Sublessee shall not make any alterations, additions, or improvements to the Subleased Premises
without Sublessor’s and Landlord’s prior written consent, which consent shall not be unreasonably
withheld or delayed, and shall be in compliance with the Master Lease. Sublessee shall be
responsible for the cost of Sublessee’s alterations, additions, and improvements, which shall be
constructed by Sublessee or its contractor in accordance with plans and specifications approved by
Sublessor and Landlord.



9. INDEMNIFICATION OF SUBLESSOR




          Sublessee shall defend, indemnify and hold Sublessor harmless from and against any and all
claims, actions, demands, liability and expense in connection with loss of life, personal injury
and/or property damage arising from or out of any occurrence in, upon or at the Subleased Premises,
or the occupancy or use by Sublessee of the Subleased Premises or any part thereof, which is
occasioned wholly or in part by any act of Sublessee, its agents, contractors, employees or
invitees. Sublessee shall further indemnify, defend and hold harmless Sublessor from and against
any and all claims liability and expense (including without limitation attorney’s fees) arising
from any breach or default in the performance of any obligation on Sublessee’s part to be performed
under the terms of this Sublease as well as the terms, covenants and conditions of the Master Lease
which Sublessee has agreed to perform under this Sublease. The provisions of this Paragraph 9 shall
survive the expiration date with respect to any damage, injury, death, breach or default occurring
prior to such termination. In the event Sublessor shall, without fault on its part, be made a party
to any litigation commenced by or against Sublessee, then Sublessee shall protect and hold
Sublessor harmless and shall pay all costs, expenses and reasonable attorney’s fees incurred or
paid by Sublessor in connection with such litigation.



10. USE





     10.1 The Subleased Premises shall be used and occupied only for the purpose of general
warehouse and distribution purposes and such other uses as may be permitted by zoning ordinances to
the extent permitted under the Master Lease.




     10.2 Sublessee shall not change the use without the prior written consent of Sublessor and the
Lessor under the Master Lease. Any change in use by Sublessee without such consent shall be void
and, at the option of Sublessor, shall terminate this Sublease and Sublessor may pursue any and all
remedies provided herein.




     10.3 Sublessee shall, at Sublessee’s expense, comply promptly with all applicable statutes,
ordinances, rules, regulations, orders, restrictions of record, and requirements in effect during
the







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term or any part of the term hereof regulating the use by Sublessee of the Subleased Premises.
Sublessee shall not use or permit the use of the Premises in any manner that will tend to create
waste or a nuisance or, if there shall be more than one tenant of the building in which the
Premises are located, which shall tend to disturb such other tenants.



11. SECURITY DEPOSIT




          Upon execution of this agreement, Sublessee shall deposit with Sublessor an amount of sixteen
thousand dollars and 00 cents, ($16,000) (hereinafter referred to as “Security Deposit”) as
security for compliance with the term of the Sublease. If Sublessee fails to pay rent or other
charges due hereunder, or otherwise defaults with respect to any provision of this Sublease,
Sublessor may from time to time in its sole discretion, without prejudice to any other remedy,
following written notice to Sublessee including an explanation the reasons for the application or
use, apply the Security Deposit to the extent necessary to make good any arrearages of rent and any
other damage, injury, expense or liability suffered by Sublessor by such Event of Default.
Following any such application of the Security Deposit, Sublessee shall pay to Sublessor within ten
(10) days of written notice as additional rent the amount so applied in order to restore the
Security Deposit to the original amount and Sublessee’s failure to do so shall be a material breach
of this Sublease. Sublessor shall not be required to keep said deposit separate from its general
accounts. Within approximately thirty (30) days after the Sublease Expiration Date and after the
Subleased Premises have been timely vacated in good order and repair, broom clean and inspected and
keys returned to Sublessor, then Sublessor shall return said Security Deposit to Sublessee, less
such portion of the Security Deposit as Sublessor shall have used to satisfy Sublessee’s
obligations under the Sublease. If a default under this Sublease shall occur more than two (2)
times within any twelve (12) month period irrespective of whether or not such Event of Default is
cured, then, without limiting Sublessor’s other right and remedies provided for in this Sublease or
at law or equity, the Security Deposit shall be increased by one and one half (1.5) times the
original Security Deposit. Sublessee shall have twenty (20) day to remit the additional monies
after its receipt of Sublessor’s written demand for said increase in the Security Deposit.



12. UTILITIES




          Throughout the term, Sublessee shall pay for of all utilities to include water, gas,
electricity, heat, light, power, sewer, refuse and trash collection, and other utilities and
services used on the Subleased Premises, all maintenance charges for utilities, and any storm sewer
charges or other similar charges for utilities imposed by any governmental entity or utility
provider, pertaining to Sublessee’s use of the Subleased Premises. Landlord and Sublessor shall not
be liable for any interruption or failure of utilities or any other service to the Subleased
Premises or Master Lease Premises and no such interruption or failure of utilities shall result in
the abatement of rent hereunder.



13. DEFAULT OF SUBLESSEE





     13.1. Each of the following shall constitute an Event of Default: (a) Sublessee’s failure to
make any payment of the Basic Annual Rent, additional rent or any other sum on or before its due
date; (b) Sublessee’s violation or failure to perform or observe any other covenant or condition
of this Sublease within ten (10) days following Sublessor’s written notice to Sublessee; provided
however, that if the nature of Sublessee’s obligation is such that more than ten (10) days are
reasonably required for performance, then Sublessee shall not be in default if Sublessee commences
performance within such ten (10) day period and thereafter diligently and continuously prosecutes
the same to completion, as long as the Landlord has not declared such violation of failure an Event
of Default under the Master Lease.; (c) Sublessee’s abandonment of







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any portion of the Subleased Premises; (d) (1) The making by Tenant of any general assignment or
general arrangement for the benefit of creditors, (2) the filing by or against Sublessee of a
petition in bankruptcy, including reorganization or arrangement, unless, in the case of a petition
filed against Sublessee, unless the same is dismissed within twenty (20) days, (3) the appointment
of a trustee or receiver to take possession of substantially all of Sublessee’s assets located in
the Subleased Premises or of Sublessee’s interest in this Lease, (4) any execution, levy,
attachment or other process of law against any property of Sublessee or Sublessee’s interest in
this Lease, unless the same is dismissed within twenty (20) days, (5) adjudication that Sublessee
is bankrupt, (6) the making by Sublessee of fraud of creditors, or the failure of Sublessee to
generally pay its debts as they become due; (e) any information furnished by or on behalf of
Sublessee to Sublessor in connection with the entry of this Lease is determined to have been
materially false, misleading or incomplete when made; or (f) any assignment, subletting or other
transfer for which the prior consent or Sublessor is required under this Sublease and has not been
obtained, (g) Sublessee’s dissolution or liquidation; or (h) Sublessee’s failure to comply, perform
or observe any of the terms and provisions set forth in the Lease.




     13.2. If there shall be an Event of Default, then the Sublessor shall have the right, at its
sole option, to terminate this Sublease in which case Sublessee shall immediately surrender
possession of the Premises to Sublessor and, in addition to any other rights and remedies,
Sublessor may have at law and in equity, Sublessor shall have the following rights: (a) to re-enter
the Subleased Premises then or at any time thereafter and remove all persons and property and
possess the subleased Premises, without prejudice to any other remedies Sublessor may have by
reason of Tenant’s default or of such termination, and Sublessee shall have no further claim
hereunder; (c) To recover all space damages incurred by Sublessor by reason of the default,
including without limitation all damages allowed per the Master Lease and any Additional Rent or
damages which may be sustained by reason of such Event of Default and all reasonable costs, fees
and expenses (including without limitation reasonable attorney’s fees, brokerage fees, reasonable
expenses incurred in placing the Subleased Premises in the condition received at delivery) incurred
by Sublessor in pursuit of its remedies and in renting the Subleased Premises to others.




     13.3. Sublessee waives any right to redemption, re-entry or restoration of the operation of
this Sublease under any present or future law.




     13.4. Sublessor’s rights and remedies set forth in the Sublease are cumulative and in addition
to Sublessor’s other rights and remedies at law or equity. The termination of this Sublease shall
not terminate or impair Sublessor’s remedies for breach of contract, including, without limitation,
for damages equal to the net rental value of the Sublease for the entire Sublease Term. Sublessor’s
exercise of any such right or remedy shall not prevent the concurrent or subsequent exercise of any
other right or remedy. Sublessor’s delay or failure to exercise or enforce any of Sublessor’s
rights or remedies or Sublessee’s obligations shall not constitute a waiver of any such rights,
remedies or obligations.



14. OBLIGATIONS OF SUBLESSOR




          Sublessor agrees to make all the payments as provided for in the Master Lease in accordance
with its terms, and to comply with or perform all obligations of the Tenant under the Master
Lease that Sublessee has not assumed under this Sublease. Sublessor further agrees that Sublessee
has the optional right, at Sublessee’s sole discretion, to make any payment, in any amount, to the
Landlord if Sublessor defaults on any payment to the Landlord. Sublessor also agrees that Sublessee
may choose at Sublessee’s sole discretion, to cure Sublessor’s default under Sublessor’s breach of
the Master







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Lease after providing notice to Sublessor of its intentions to do so. All Sublessee’s costs,
expenses and payments paid or incurred by Sublessee in curing such default shall be refunded by
Sublessor to Sublessee within thirty (30) days following notice from Sublessee. If Sublessor has
not refunded such costs within thirty (30) days after written notice from Sublessee, and provided
Sublessee has not caused the defaults under this Sublease or the Master Lease, the unpaid amount
may be deducted from Sublessee’s payments which are obligated to pay to Sublessor by Sublessee
under the Sublease. In the event that (i) Sublessor’s default under the Master Lease results in the
termination of the Master Lease and (ii) such default is not caused in whole or in part by the
action or inaction of the Sublessee, this Sublease shall terminate as of the date of termination of
the Master Lease and Sublessee shall have no further obligation to pay the unpaid balance of the
Rent. If, as a result of any breach or default by Sublessor in the performance of any of the
provisions of this Sublease and/or Master Lease (whether or not such default is later cured),
Sublessee uses the services of an attorney in order to secure compliance with such provisions or
recover damages therefore, or to terminate this Sublease, Sublessor shall reimburse Sublessee upon
demand for any and all reasonable attorney’s fees, costs and expenses so incurred by Sublessee.
Sublessor further agrees to pay interest at the rate of ten percent (10%) per annum from the date of
default to the date of the cure on any amount determined to be a breach of this Sublease, whether
or not such default is later cured by Sublessor.




15. ASSIGNMENT AND SUBLETTING




          Sublessee shall not assign this Sublease or further sublet all or part of the Subleased
Premises without the prior written consent of Sublessor (and the consent of Landlord, if such is
required under the terms of the Master Lease) which consent shall not be unreasonably withheld or
delayed by Sublessor. Any assignment, sublease or transfer without the prior written consent of
Sublessor and Landlord shall be null and void at Sublessor and/or Landlord’s option.



16. TERMINATION OR EXPIRATION




          At or before expiration of this Agreement, or the date of any earlier termination, Sublessee
shall, at its own cost and expense, remove its property located at the Subleased Premises and
restore the Subleased Premises to the satisfaction of Sublessor, and in accordance with the Master
Lease, excepting ordinary wear and tear in a broom, clean condition. If Sublessee fails to remove
its property within this time, Sublessor may either remove the property itself and recover all
costs of such removal from Sublessee, or Sublessor may assume ownership and title to the property
at no cost. All payments due under this Agreement and the Master Lease Agreement shall continue
until the Sublessee’s property has been removed from the Subleased Premises and the Subleased
Premises have been restored to the reasonable satisfaction of Sublessor and Lessor, ordinary wear
and tear excepted.



17. ATTORNEY’S FEES




          If, as a result of any breach or default by Sublessee in the performance of any of the
provisions of this Sublease and/or Master Lease (whether or not such default is later cured),
Sublessor uses the services of an attorney in order to secure compliance with such provisions or
recover damages therefore, or to terminate this Sublease or evict Sublessee then Sublessee shall
reimburse Sublessor upon demand for any and all reasonable attorney’s fees, costs and expenses so
incurred by Sublessor with such amounts being deemed additional rent. Sublessee further agrees to
pay interest at the rate of ten percent (10%) per annum from the date of default to the date of the
cure on any amount determined to be a breach of this Sublease, whether or not such default is later
cured by Sublessee.







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18. NOTICES




          Any notice provided for in this Sublease shall be in writing and shall be deemed given if
delivered by personal delivery, by certified mail, return receipt requested, or by express courier
(such as but not limited to, Federal Express or UPS Next Day or Second Day Delivery). The parties’
addresses for notices are as follows:



	 	 	 	 	 

	 

	 	To Sublessor:
	 	CORT Business Services
	 

	 	 	 	ATTN: Senior Vice President Real Estate
	 

	 	 	 	11250 Waples Mill Road, Suite 500
	 

	 	 	 	Fairfax, VA 22030
	 
	 	 	 	 
	 

	 	With Copy to:
	 	CORT Furniture Rental
	 

	 	 	 	1231 East Dyer Road
	 

	 	 	 	Suite 120
	 

	 	 	 	Santa Ana, CA 92705
	 

	 	 	 	ATTN: Service Center Vice President
	 
	 	 	 	 
	 

	 	To Sublessee:
	 	Atlantic Diving Supply, Inc.
	 

	 	 	 	477 Viking Drive, Suite 350
	 

	 	 	 	Virginia Beach, VA 23452
	 
	 	 	 	 
	 

	 	To Landlord:
	 	Mission Trails, LLC
	 

	 	 	 	c/o Kennedy Associates Real Estate Counsel, Inc.
	 

	 	 	 	Attn: Senior Vice President- Asset Management 1215 Fourth
	 

	 	 	 	Avenue, Suite 2400
	 

	 	 	 	Seattle, WA 98161,
	 
	 	 	 	 
	 

	 	With Copy to:
	 	New Tower Trust Company
	 

	 	 	 	Multi- Employer Property Trust
	 

	 	 	 	Attn: President/ MEPT or Patrick O. Mayberry
	 

	 	 	 	Three Bethesda Metro Center, Suite 1600
	 

	 	 	 	Bethesda, Maryland 20814
	 
	 	 	 	 
	 

	 	And a Copy to:
	 	CB Richard Ellis
	 

	 	 	 	4365 Executive Drive Suite 1600
	 

	 	 	 	San Diego, CA 92121
	 

	 	 	 	Attn: Senior Real Estate Manager






19. MISCELLANEOUS




          19.1. No Representations. Sublessee acknowledges that neither Sublessor nor any
broker, agent or employee of Sublessor has made any representations or promises with respect to the



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Subleased Premises, the Building or the Project except as herein expressly set forth, and no
rights, privileges, easements or licenses are being acquired by Sublessee except as herein
expressly set forth.




          19.2. No Partnership. Nothing contained in this Sublease shall be deemed or construed
to create a partnership or joint venture of or between Sublessor and Sublessee, or to create any
other relationship between the parties hereto other than that of Sublessor and Sublessee.



          19.3. Authority. Sublessor and Sublessee covenant each for itself that each has full
right, power and authority to enter into this Sublease upon the terms and conditions herein set
forth. The Sublessor covenants that Sublessee, upon payment of the rents and performing the terms,
conditions, and covenants herein contained, shall peacefully and quietly have, hold, and enjoy the
Premises during the full term of this Sublease, and any extension hereof, from all persons claiming
through Sublessor and/or Landlord. Sublessor further covenants that, as of the date of this
Sublease, there is no event which is, or with notice or lapse of time or both would be, an Event
of Default under the Master Lease. If Sublessee signs as a corporation, each of the persons
executing this Sublease on behalf of Sublessee does hereby covenant and warrant that Sublessee is a
duly authorized and existing corporation, qualified to do business in the state in which the
Subleased Premises is located, that the corporation has full right and authority to enter into this
Sublease, and that each and both persons signing on behalf of the corporation were authorized to do
so.



          19.4. Additional Rent. All other costs and expenses which Sublessee assumes or is
required to pay to Sublessor pursuant to this Sublease shall be deemed to be “additional rent” and,
in the event of nonpayment thereof, Sublessor shall have all the rights and remedies provided for
in the case of nonpayment of rent, including assessment of interest and late fees.



          19.5. No Recording. This Sublease shall not be recorded in any office legally
established for the purpose of giving public notice of real estate records and any attempt to do so
may be treated by Sublessor as an Event of Default under this Sublease. In the event Sublessee does
record this Sublease or any memorandum thereof, Sublessee, by such act irrevocably constitutes and
appoints Sublessor as its special attorney-in-fact to execute any and all documents required to
remove the Sublease or any memorandum thereof from the public records.



          19.6. Captions. Section headings are used for convenience and shall not be considered
when construing this Sublease.



          19.7. Severability. If any term or provision of this Sublease or the application
thereof to any person or circumstances shall to any extent be invalid or unenforceable, the
remainder of this Sublease, or the application of such term or provision to persons or
circumstances other than those to which it is invalid or unenforceable, shall not be affected
thereby, and each term and provision of this Sublease shall be valid and be enforceable to the
fullest extent permitted by law.



          19.8. Time is of the Essence. Time is of the essence with respect to each and every
obligation of Sublessor and Sublessee under this Sublease.



          19.9 Signage. Signage shall be governed by Paragraph 4.23 of the Master Lease.



          19.10. Entire Agreement. This Sublease contains the entire agreement of the parties in
regard to the Subleased Premises and this Sublease and no representations, inducements or
agreements, oral or otherwise, between the parties not contained in this Sublease shall be of any
force



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or effect. This Sublease may not be amended, modified or changed in whole or in part in any
manner other than by an agreement in writing duly signed by both parties hereto.




          19.11. Benefit and Burden. The provisions of this Sublease shall be binding upon, and
shall inure to the benefit of, the parties hereto and each of their respective heirs, executors,
administrators, successors, and assigns.



          19.12. Gender and Number. Feminine or masculine pronouns shall be substituted for those of
the neuter form, and the plural shall be substituted for the singular number, in any place or
places herein in which the context may require such substitution or substitutions. Sublessor and
Sublessee herein for convenience have been referred to in the neuter form.



          19.13. Survival. Sublessee’s liabilities existing as of the expiration or earlier
termination of the Term shall survive such expiration or earlier termination.



          19.14. Interpretation. Should any provision of this Sublease require judicial
interpretation, it is agreed that the court interpreting or considering same shall not apply the
presumption that the terms hereof shall be more strictly construed against a party by reason of the
rule or conclusion that a document should be construed more strictly against the party who itself
or through its agent prepared the same, it being agreed that all parties hereto have participated
in the preparation of this Sublease and that legal counsel was consulted by each party hereto (or
opportunity for such legal consultation afforded to each party) before the execution of this
Sublease.


IN WITNESS WHEREOF, the parties hereto have executed the Sublease as of January 30, 2009.




	 	 	 	 	 

	SUBLESSOR:

	 	 	 	SUBLESSEE:
	 
	 	 	 	 
	CORT Business Services

	 	 	 	Atlantic Driving Supply Inc.
	 
	 	 	 	 
	/s/ [ILLEGIBLE]

	 	 	 	/s/ Chares M. Salle
	 

	 	 	 	 
	Title: Senior Vice President of Real Estate

	 	 	 	Title: Vice President
	 
	 	 	 	 
	ATTEST:

	 	 	 	ATTEST:
	 
	 	 	 	 
	/s/ Suzanne Kaul

	 	 	 	/s/ Suzanne Kaul
	 

	 	 	 	 
	 
	 	 	 	 
	CONSENTED TO:
	 	 	 	 
	LANDLORD:
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By:
	 	 	 	 







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