Common use of Sublease Term Clause in Contracts

Sublease Term. The term of the Sublease (“Sublease Term”) commences on the later to occur of (1) Sublandlord’s receipt of Prime Landlord’s written consent to this Sublease, and (2) October 1, 2009 (“Sublease Commencement Date”); and expires on January 28, 2018 (“Sublease Expiration Date”; i.e., the day prior to the Termination Date pursuant to the Prime Lease). Sublandlord shall deliver the Subleased Premises “broom clean” and free of all of Sublandlord’s personal property (other than the F&F (defined in Section 2(f))) and debris, but otherwise in “AS IS, WHERE IS” condition on the Sublease Commencement Date; provided that Subtenant shall not be responsible for, or required to remedy, any violation of any applicable law, or any condition or state of facts, with respect to the Subleased Premises, the Building or the Land existing on or prior to the Sublease Commencement Date. Sublandlord is not required to perform any work to prepare the Subleased Premises for Subtenant’s intended use. If (i) for any reason Sublandlord has not received Prime Landlord’s written consent to this Sublease in form required by Section 15(i) below by the date which is sixty (60) days from the date hereof, or (ii) Prime Landlord elects to terminate the Prime Lease in respect of the Subleased Premises pursuant to Prime Landlord’s recapture right set forth in Section 16.5 of the Prime Lease, then in the case of (i), then Sublandlord and Subtenant each may elect at any time thereafter to terminate this Sublease by written notice to the other, whereupon the parties shall deem this Sublease to be null and void and of no effect (except for those provisions expressly stated herein to survive a termination), and in the case of (ii) the Sublease will be deemed terminated in accordance with Section 16.5 of the Prime Lease.

Sublease Term. The To have and to hold the Subleased Premises unto Subtenant for a term of (the Sublease (“Sublease Term”) commences commencing on the date (the “Commencement Date”) that is the later to occur of (a) November 1, 2017, (b) Sublandlord’s receipt Sublandlord vacating the Subleased Premises and delivering the same to Subtenant in the condition required under this Sublease (the “Delivery Date”), and (c) the date of Prime Landlord’s written consent to this Sublease, and ending on July 30, 2021 (2) October 1, 2009 (the “Sublease Commencement Expiration Date”); , unless sooner terminated as herein provided. This Sublease is conditioned on, and expires on January 28shall not be effective until approved by Prime Landlord, 2018 (“Sublease Expiration Date”; i.e.in writing, such written approval to be in form reasonably acceptable to Subtenant and Sublandlord, it being agreed that Prime Landlord’s standard form of consent shall be deemed reasonably acceptable. Sublandlord shall promptly request the day prior to the Termination Date pursuant to same and pay any fees or charges expressly provided for in the Prime Lease). Sublandlord shall deliver the Subleased Premises “broom clean” and free of all of Sublandlord’s personal property (other than the F&F (defined in Section 2(f))) and debris, but otherwise in “AS IS, WHERE IS” condition on the Sublease Commencement Date; provided that Subtenant shall not be responsible for, or required to remedy, any violation of any applicable law, or any condition or state of facts, with respect to the Subleased Premises, the Building or the Land existing on or prior to the Sublease Commencement Date. Sublandlord is not required to perform any work to prepare the Subleased Premises for Subtenant’s intended use. If (i) for any reason Sublandlord has not received Prime Landlord’s Landlord elects, in writing, to withhold its consent written consent to this Sublease in form required by Section 15(i) below by the date which is sixty (60) days from the date hereof, or (ii) Prime Landlord elects to terminate the Prime Lease in respect of the Subleased Premises pursuant to Prime Landlord’s recapture right set forth in Section 16.5 of the Prime Leasefor any reason whatsoever, then in the case of (i), then Sublandlord and Subtenant each may elect at any time thereafter to terminate this Sublease by written notice to the other, whereupon the parties shall deem this Sublease to be deemed null and void and of no further force or effect (except for those provisions expressly stated herein and Sublandlord shall not have any liability to survive a termination)Subtenant on account of Prime Landlord’s withholding or denial of consent, and, in which case, Sublandlord shall promptly return to Subtenant the Security Deposit and all other sums theretofore paid by Subtenant hereunder. If Prime Landlord’s written consent is not received by November 15, 2017, either party by notice to the other party given after November 15, 2017 and prior the receipt of Prime Landlord’s consent, may cancel this Sublease, in which case Sublandlord shall promptly return to Subtenant the case of (ii) Security Deposit and all other sums theretofore paid by Subtenant hereunder. If the Sublease will be deemed terminated in accordance with Section 16.5 of the Prime Lease.Delivery

Sublease Term. The term of the this Sublease (the “Sublease Term”) commences shall commence on the later latest to occur of (1i) Sublandlord’s receipt delivery of Prime Landlord’s written non-disturbance agreement and consent to this Sublease, Sublease to Subtenant; (ii) delivery of the Premises to Subtenant in accordance with the terms hereof; and (2iii) October January 1, 2009 2007 (the “Sublease Commencement Date”); ) and expires shall end, unless sooner terminated as provided herein, on January 28November 30, 2018 2015 (the “Sublease Expiration Date”; i.e.). Subtenant shall execute and furnish to Sublandlord a confirmation letter in which Subtenant shall acknowledge the actual Sublease Commencement Date and Sublease Expiration Date. Notwithstanding the foregoing, the day prior Subtenant shall be permitted access to the Termination Date pursuant Premises beginning on September 1, 2006 (“Access Date”) for purposes of commencing Subtenant’s initial work to prepare the space for Subtenant’s occupancy, which access shall be on all of the terms and conditions of this Sublease except the obligation to pay Rent. Subject to the Prime Lease). terms and conditions of the Master Lease and the Sublease, Sublandlord shall deliver maintain exclusive control of the Subleased Premises “broom clean” and free of all of Sublandlord’s personal property (other than from the F&F (defined in Section 2(f))) and debris, but otherwise in “AS IS, WHERE IS” condition on the Sublease Commencement Date; provided that Subtenant shall not be responsible for, or required to remedy, any violation of any applicable law, or any condition or state of facts, with respect to the Subleased Premises, the Building or the Land existing on or prior to Access Date until the Sublease Commencement Date. Following the Access Date, Subtenant and Sublandlord is not required to perform any work to prepare shall enter into a written agreement memorializing the Subleased Premises for Subtenant’s intended use. If (i) for any reason Sublandlord has not received Prime Landlord’s written consent to this Sublease in form required by Section 15(i) below by the date which is sixty (60) days from the date hereof, or (ii) Prime Landlord elects to terminate the Prime Lease in respect of the Subleased Premises pursuant to Prime Landlord’s recapture right set forth in Section 16.5 of the Prime Lease, then in the case of (i), then Sublandlord Access Date and Subtenant each may elect at any time thereafter to terminate this Sublease by written notice to the other, whereupon the parties shall deem this Sublease to be null and void and of no effect (except for those provisions expressly stated herein to survive a termination), and in the case of (ii) the Sublease will be deemed terminated in accordance with Section 16.5 of the Prime LeaseCommencement Date.

Sublease Term. The term of the Sublease (“Sublease Term”) commences ” shall commence on the later to occur earlier of (1i) Sublandlordthe date of substantial completion of Subtenant’s receipt of Prime Landlord’s written consent to this Sublease, and Work (2as hereinafter defined) or (ii) October 1, 2009 2019 (whichever occurs earlier, the “Sublease Term Commencement Date”); , and expires shall expire at 11:59 p.m. on January 28October 30, 2018 2023 (the “Sublease Term Expiration Date”), unless sooner terminated in accordance with the terms hereof; i.e.provided, however, that if the day Lease shall be terminated for any reason prior to the Termination Date pursuant to Sublease Term Expiration Date, then this Sublease shall expire on the Prime termination date of the Lease). Sublandlord shall deliver possession of the Subleased Premises to Subtenant in its then-current “broom clean” and free of all of Sublandlord’s personal property (other than the F&F (defined in Section 2(f))) and debris, but otherwise in “AS IS, WHERE ISas is” condition on the Sublease Commencement Date; provided that Subtenant and Sublandlord shall not be responsible for, or required to remedymake any improvements or alterations to the Subleased Premises whatsoever. Sublandlord shall grant Subtenant early access to the Subleased Premises by no later than September 2, 2019 (the “Delivery Date”) for the purpose of installing internet, phones, and cabling, and for commencement of construction of the Subtenant’s Work in accordance with the terms and conditions set forth in Section 9 below. Subtenant shall coordinate any violation such early access to the Subleased Premises with Sublandlord. Any such early access or use of the Subleased Premises by Subtenant or Subtenant’s agents prior to the Sublease Term Commencement Date shall be deemed to be under all the terms, covenants, conditions and provisions of this Sublease (including, without limitation, Subtenant’s insurance requirements), except that Subtenant’s Base Rent obligations for the Subleased Premises shall not begin until the Sublease Term Commencement Date. Provided that Subtenant does not commence beneficial occupancy of the Subleased Premises (i.e., does not commence business operations from or at the Subleased Premises), such early access shall not trigger the Sublease Term Commencement Date. If Sublandlord shall be unable to deliver early access to the Subleased Premises to Subtenant by August 15, 2019, for any applicable lawreason, Sublandlord shall not be subject to any liability whatsoever for such failure and this Sublease shall not be rendered void or voidable as a result of such delay. Notwithstanding the foregoing, if Sublandlord does not deliver early access to the Subleased Premises to Subtenant by October 15, 2019 (the “Outside Delivery Date”) (which Outside Delivery Date shall be subject to extension on a day-for-day basis in the event of force majeure), then Subtenant may terminate this Sublease by delivering ten (10) days prior written notice of such termination to Sublandlord at any condition or state time after the Outside Delivery Date and prior to delivery of facts, with respect early access to the Subleased Premises. If early access to the Subleased Premises is subsequently delivered in the condition required by this Sublease (in “as is” condition) during such ten (10) day period, then the Building termination notice shall be null and void, Subtenant shall accept possession of the Subleased Premises, and this Sublease shall continue in full force and effect. If early access to the Subleased Premises has not been delivered during such ten (10) day period, this Sublease shall terminate and be of no further force and effect and neither party shall have any further obligation to the other. In no event shall Subtenant commence business operations from or at the Land existing on or Subleased Premises prior to the Sublease Term Commencement Date. Sublandlord is not required to perform any work to prepare the Subleased Premises for SubtenantUpon Sublandlord’s intended use. If (i) for any reason Sublandlord has not received Prime Landlord’s written consent to this Sublease in form required by Section 15(i) below by the date which is sixty (60) days from the date hereofrequest, or (ii) Prime Landlord elects to terminate the Prime Lease in respect of the Subleased Premises pursuant to Prime Landlord’s recapture right set forth in Section 16.5 of the Prime Lease, then in the case of (i), then Sublandlord and Subtenant each may elect shall execute a Commencement Letter in the form of Exhibit D attached hereto. Notwithstanding anything provided in this Sublease to the contrary, commencing at any time thereafter from and after February 1, 2021, either Sublandlord or Subtenant, as the case may be, may elect to terminate this Sublease by (other than those provisions which are expressly stated to survive termination) upon delivering to the other party to the Sublease at least twelve (12) months’ prior written notice of termination, provided that if it is Subtenant that elects to terminate, Subtenant shall, simultaneously with its notice of termination, pay to Sublandlord at termination fee in an amount equal to the other, whereupon the parties shall deem this Sublease to be null and void and of no effect (except for those provisions expressly stated herein to survive a termination), and in the case of (ii) the Sublease will be deemed terminated in accordance with Section 16.5 unamortized cost of the Prime Leasebrokerage fee (amortized on a straight line basis) paid by Sublandlord to Jxxxx Lxxx LaSalle Brokerage, Inc. and Edge Commercial Real Estate in connection with this Sublease.

Sublease Term. The Subject to the terms and conditions of this Sublease, the term of the this Sublease (the “Sublease Term”) commences on shall commence fourteen (14) days after the later to occur of Sublease Effective Date (1) Sublandlord’s receipt of Prime Landlord’s written consent to this Sublease, and (2) October 1, 2009 (the “Sublease Commencement Date” or “SCD”); , and expires shall expire on January 28, 2018 the day immediately preceding the Expiration Date under the Prime Lease (the “Sublease Expiration Date”); i.e.provided, the day prior to the Termination Date pursuant to the Prime Lease). Sublandlord shall deliver the Subleased Sublease Premises “broom clean” and free to Subtenant promptly upon receipt of all of Sublandlord’s personal property (other than the F&F (defined in Section 2(f))) and debris, but otherwise in “AS IS, WHERE IS” condition on the Sublease Commencement Date; provided that Subtenant shall not be responsible for, or required to remedy, any violation of any applicable law, or any condition or state of facts, with respect to the Subleased Premises, the Building or the Land existing on or prior to the Sublease Commencement Date. Sublandlord is not required to perform any work to prepare the Subleased Premises for Subtenant’s intended use. If (i) for any reason Sublandlord has not received consent from Prime Landlord’s written consent Landlord to this Sublease in form required by accordance with Section 15(i) below by 12.15 below. Sublandlord shall not be liable in any respect for any delay in the date which is sixty (60) days from the date hereof, or (ii) Prime Landlord elects to terminate the Prime Lease in respect delivery of possession of the Subleased Sublease Premises pursuant to Prime Landlord’s recapture right set forth in Section 16.5 of the Prime Lease, then in the case of (i), then Sublandlord and Subtenant each may elect at any time thereafter to terminate this Sublease by written notice to the other, whereupon the parties shall deem this Sublease to be null and void and of no effect (except for those provisions expressly stated herein to survive a termination)Subtenant, and in the case of (ii) no event shall any delay in delivering the Sublease will be deemed terminated Premises to Subtenant extend the Sublease Expiration Date. The parties hereto agree that Subtenant shall have no right to hold over after the Sublease Expiration Date and accordingly, Subtenant shall provide written confirmation to Sublandlord, at least thirty (30) days in accordance with Section 16.5 advance of the Sublease Expiration Date, of Subtenant’s intent to surrender the Sublease Premises to Sublandlord by the Sublease Expiration Date. Subtenant hereby agrees to indemnify and hold harmless any damages, penalties or liabilities of any kind incurred by Sublandlord as a result of Subtenant’s holdover beyond the Sublease Expiration Date. Subtenant acknowledges and agrees that Sublandlord is not obligated to extend this Sublease beyond the Sublease Expiration Date irrespective of any extension options Sublandlord may have under the Prime Lease.

Sublease Term. The term of the this Sublease (“Sublease Term”the "SUBLEASE TERM") commences shall commence on the later date Sublessor has received both the consent of the Prime Lessor to occur this Sublease and the Letter of Credit (hereinafter defined) (the "COMMENCEMENT DATE") and end on August 31, 2002 (the "SUBLEASE EXPIRATION DATE"). If the Commencement Date has not occurred on or before July 1) Sublandlord’s receipt , 1999, Sublessor or Sublessee may, in its sole discretion, terminate this Sublease without liability; provided, however, that Sublessee may not terminate this Sublease if the reason the Commencement Date has not occurred on or before July 1, 1999 is due to the fact that Sublessee has failed to deliver the Letter of Credit to Sublessor. Notwithstanding the foregoing, if Prime Lessor fails to grant its consent to this Sublease, this Sublease shall automatically become null and void as of the date of Prime Landlord’s written Lessor's refusal to consent to this Sublease, and (2) October 1, 2009 (“Sublease Commencement Date”); and expires on January 28, 2018 (“Sublease Expiration Date”; i.e., the day prior neither party hereto shall have any liability to the Termination Date pursuant other thereafter. Notwithstanding anything in this Sublease to the contrary, in the event the Prime Lease is terminated for any reason, this Sublease Agreement shall also terminate as of the date of termination of the Prime Lease). Sublandlord Sublessor shall deliver the Subleased Premises “broom clean” and free of all of Sublandlord’s personal property (other than the F&F (defined in Section 2(f))) and debris, but otherwise in “AS IS, WHERE IS” condition on the Sublease Commencement Date; provided that Subtenant shall not be responsible for, or required have no liability to remedy, any violation of any applicable law, or any condition or state of facts, with respect Sublessee due to the Subleased Premises, the Building or the Land existing on or prior to the Sublease Commencement Date. Sublandlord is not required to perform any work to prepare the Subleased Premises for Subtenant’s intended use. If (i) for any reason Sublandlord has not received Prime Landlord’s written consent to termination of this Sublease in form required by Section 15(i) below by the date which is sixty (60) days from the date hereof, or (ii) Prime Landlord elects to terminate the Prime Lease in respect Agreement as a result of the Subleased Premises pursuant to Prime Landlord’s recapture right set forth in Section 16.5 termination of the Prime Lease, then provided Sublessor is not in default of its obligation to pay Rent (hereinafter defined) as provided in the case of (i), then Sublandlord and Subtenant each may elect at any time thereafter to terminate this Sublease by written notice to the other, whereupon the parties shall deem this Sublease to be null and void and of no effect (except for those provisions expressly stated herein to survive Prime Lease or does not otherwise cause a termination), and default which results in the case of (ii) the Sublease will be deemed terminated in accordance with Section 16.5 termination of the Prime Lease. Notwithstanding any contained in the Prime Lease or this Sublease to the contrary, Sublessee shall have no right or option to extend the term of this Sublease beyond the expiration or sooner termination of the Sublease Term.

Sublease Term. The term of the this Sublease (“Sublease Term”) commences shall commence on the later to occur of (1) Sublandlord’s date on which Sublessor occupies the Premises for operating business following receipt of Prime Landlord’s written consent to this Subleasethe Consent described in Section 6A below, and (2) October but in no event later than June 1, 2009 2017 (the “Sublease Commencement Date”); ) and expires on January 28shall expire September 30, 2018 2020 (the “Sublease Expiration Termination Date”; i.e.), unless sooner terminated pursuant to the day terms hereof. If for any reason the term of the Master Lease is terminated prior to the Termination Date pursuant to the Prime Lease). Sublandlord shall deliver the Subleased Premises “broom clean” expiration of this Sublease, this Sublease and free of all of Sublandlord’s personal property (other than the F&F (defined in Section 2(f))) and debris, but otherwise in “AS IS, WHERE IS” condition on the Sublease Commencement Date; provided that Subtenant Term shall not be responsible for, or required to remedy, any violation of any applicable law, or any condition or state of facts, with respect to the Subleased Premises, the Building or the Land existing on or prior thereupon terminate. Prior to the Sublease Commencement Date, Sublessor shall grant Sublessee access to the Premises beginning May 16, 2017 for the sole and exclusive purpose of planning and design activities; provided that Sublessee shall notify Sublessor at least 2 business days in advance of the dates and times Sublessee wishes to have access. Sublandlord is Sublessor shall not be required to perform any work grant access to prepare the Subleased Premises for Subtenant’s intended useSublessee if Sublessor reasonably determines that such access would be disruptive to the business of Sublessor. If Notwithstanding the foregoing, (i) such access shall be subject to the terms and conditions of this Sublease, provided that Sublessee shall not be required to pay rent for any reason Sublandlord has not received Prime Landlord’s written consent to this entry or possession during such period before the Sublease in form required Commencement Date, except for the cost of any services requested by Section 15(i) below by the date which is sixty Sublessee (60) days from the date hereof, or e.g. after hours HVAC service); (ii) Prime Landlord elects Sublessee shall not conduct its business from the Premises during the period of such access; (iii) such access shall be subject to terminate the Prime Lease in respect such rules and regulations as Sublessor may reasonably promulgate and Sublessee shall ensure that any architect, engineer, designer, contractor and xxxxxxx employed by Sublessee observes such rules, and prior to commencement of the Subleased Premises pursuant to Prime Landlord’s recapture right set forth in Section 16.5 of the Prime Lease, then any work 28096-1611/134665466.1 in the case Premises, makes appropriate arrangements with Sublessor; and (iv) any such access shall be at Sublessee’s risk and Sublessor shall have no liability for any loss, damage or injury to Sublessee’s personal property, equipment, employees or agents which may be on or about the Premises during the period of (i)such entry and Sublessee hereby releases Sublessor from any claim with respect thereto from whatever cause. Sublessee shall peaceably and quietly hold and enjoy the Premises for the Sublease Term, then Sublandlord without hindrance from Sublessor or any party claiming, by, through or under Sublessor, but not otherwise, subject to the terms and Subtenant each may elect at any time thereafter to terminate conditions of this Sublease by written notice and subject to the other, whereupon provisions of and rights of Master Lessor under the parties shall deem this Sublease to be null and void and of no effect (except for those provisions expressly stated herein to survive a termination), and in the case of (ii) the Sublease will be deemed terminated in accordance with Section 16.5 of the Prime Master Lease.

Sublease Term. The This Sublease shall be for a term of (the Sublease (“Sublease Term”) commences commencing upon the date (the “Commencement Date”) that the Subleased Premises is delivered to Subtenant in the Delivery Condition (as defined below) and ending on the later day immediately preceding the date which is thirty (30) months following the Commencement Date (the “Expiration Date”) or any earlier date on which this Sublease is terminated earlier in accordance with its terms; provided, however, that in no event shall the Sublease Term extend beyond the term of the Master Lease Agreement. Sublandlord anticipates delivering the Subleased Premises to occur of Subtenant in the Delivery Condition on August 30, 2019 (1) Sublandlord’s receipt of Prime Landlord’s written consent to this Sublease, and (2) October 1, 2009 (the “Sublease Anticipated Commencement Date”). Notwithstanding anything herein to the contrary, if Sublandlord does not deliver possession of the Subleased Premises to Subtenant on or before the Anticipated Commencement Date set forth above in the Delivery Condition, then this Sublease shall not terminate and Sublandlord will have no liability for such failure to deliver the Subleased Premises to Subtenant; and expires provided, however, that the Commencement Date shall be delayed until the date that Sublandlord delivers the Subleased Premises in the Delivery Condition; provided further, that in the event the delivery of the Subleased Premises does not occur on January 28or before the date that is forty-five (45) days after the Anticipated Commencement Date, 2018 (“Subtenant may terminate this Sublease Expiration Date”; i.e., the day by giving written notice thereof to Sublandlord at any time prior to the Termination Date pursuant delivery of the Subleased Premises, and Sublandlord shall return to Subtenant any amounts delivered by Subtenant under this Sublease. As used herein, the term “Delivery Condition” shall mean that each of the following shall have occurred: (i) Sublandlord shall have delivered occupancy of the Subleased Premises to Subtenant without Sublandlord’s occupants therein, (ii) the alterations to the Prime LeaseSubleased Premises as set forth on Exhibit A-2 attached hereto shall be complete, (iii) the Subleased Premises shall be free and clear of trash and debris, and free and clear of Sublandlord’s personal property, except for the cubicles, chairs, private office furniture, lab casework, cabling and IT and AV equipment identified on Exhibit C (collectively, the “FF&E”), (iv) the Subleased Premises shall be in good condition and repair and compliance with laws, and the Building Systems serving the same, shall be in a good and operational condition, and (v) Subtenant shall have received a temporary certificate of occupancy. Sublandlord shall deliver the Subleased Premises “broom clean” and free of all of Sublandlord’s personal property (other than the F&F (defined in Section 2(f))) and debris, but otherwise in “AS IS, WHERE IS” condition on the Sublease Commencement Date; provided that to Subtenant shall not be responsible for, or required to remedy, any violation of any applicable law, or any condition or state of facts, with respect to the Subleased Premises, the Building or the Land existing on or prior to the Sublease Commencement Date. Sublandlord is not required to perform any work to prepare the Subleased Premises for Subtenant’s intended use. If (i) for any reason Sublandlord has not received Prime promptly upon Master Landlord’s written consent delivery of the same to this Sublease Sublandlord. Subject to subsection (c) below, in form required by Section 15(i) below by the date which is sixty (60) days from the date hereof, or (ii) Prime Landlord elects to terminate the Prime Lease in respect no event shall Subtenant enter any portion of the Subleased Premises pursuant to Prime until Master Landlord’s recapture right set forth in Section 16.5 Consent has been received by Sublandlord. Upon Sublandlord’s delivery of the Prime LeaseSubleased Premises to Subtenant, then in the case of (i), then Sublandlord and Subtenant each may elect at any time thereafter shall complete and execute the Sublease Commencement Agreement attached hereto as Exhibit B, confirming, among other things, the Commencement Date and Expiration Date for the Subleased Premises. Subtenant shall have no right whatsoever pursuant to terminate this Sublease by written notice to the other, whereupon the parties shall deem this Sublease to be null and void and extend the Sublease Term for any portion of no effect the Subleased Premises (except for those provisions expressly stated herein including but not limited to survive a terminationthe Extension Right of Sublandlord pursuant to Section 40 of the Master Lease Agreement), and Subtenant acknowledges and agrees that this Sublease does not incorporate by reference or include any right of Sublandlord in the case of (ii) Master Lease Agreement to extend the Sublease will be deemed terminated in accordance with Section 16.5 term of the Prime LeaseMaster Lease Agreement. Sublandlord shall not cause a Tenant Delay to occur under Exhibit C of the Master Lease Agreement.

Sublease Term. The term of the this Sublease (“Sublease Term”) commences on the later to occur shall commence as of (1) Sublandlord’s receipt of Prime Landlord’s written consent to this Sublease, and (2) October December 1, 2009 (“Sublease Commencement Date”); , and expires shall expire on January 28April 30, 2018 2013 (“Sublease Expiration Date”; i.e., ). Notwithstanding anything herein or in the day prior Master Lease to the Termination Date pursuant contrary, Subtenant shall have no right or option to extend the Prime Lease)Sublease Term beyond the Sublease Expiration Date. Subtenant acknowledges that the Sublandlord shall deliver currently occupies the Subleased Premises “broom clean” and free of all of Sublandlord’s personal property (other than that from and after the F&F (defined in Section 2(f))) date hereof and debrisuntil November 16, but otherwise in “AS IS2009, WHERE IS” condition on Subtenant shall have no right to access the Subleased Premises. During the period from November 16, 2009 until the Sublease Commencement Date; provided that , Subtenant shall not be responsible for, or required to remedy, any violation of any applicable law, or any condition or state of facts, with respect may have access to the Subleased Premises, but Subtenant may not operate for business in the Subleased Premises. Prior to any entry by Subtenant or its representatives, Subtenant shall provide Sublandlord the certificates of insurance required pursuant to Paragraph 15 below. Subtenant shall have no right to commence any work of improvement or alteration to the Subleased Premises, including the installation of any cabling or communications equipment, until the consent of Master Landlord and Sublandlord have been obtained as provided in Paragraph 4 below. In no event shall any Subtenant work affect any Building systems or Sublandlord’s telephone or telecommunications equipment and cabling. If Master Landlord does not consent to this Sublease or this Sublease is terminated for any other reason before the Sublease Commencement Date, Subtenant shall remove any installations, alterations or improvements made by it within five (5) business days following Subtenant’s receipt of Sublandlord’s written request therefor. Subtenant agrees to indemnify and hold Sublandlord harmless from and against any damage to the Building, Building systems or the Land existing on Premises or any claim by Master Landlord resulting or arising from Subtenant’s entry into the Subleased Premises and the performance of any work by Subtenant prior to the Sublease Commencement Date; provided, however, the foregoing indemnity shall not apply to any damage or claim to the extent such damage or claim arises out of, is caused by or results from the negligence or willful misconduct of Sublandlord, Master Landlord or any of their respective agents, contractors, employees, invitees and/or representatives. Sublandlord is not required to perform Upon the Sublease Expiration Date or any work to prepare earlier termination of this Sublease, Subtenant shall deliver the Subleased Premises for to Sublandlord in as good condition as existed on the first date of possession by Subtenant’s intended use. If (i) for any reason Sublandlord has not received Prime Landlord’s written consent to this Sublease in form required , ordinary wear and tear, alterations approved by Section 15(i) below by the date which is sixty (60) days from the date hereof, or (ii) Prime Landlord elects to terminate the Prime Lease in respect of the Subleased Premises pursuant to Prime Landlord’s recapture right set forth in Section 16.5 of the Prime Lease, then in the case of (i), then Sublandlord and Subtenant each may elect at any time thereafter Master Landlord expressly permitted by such parties to terminate this Sublease by written notice to the other, whereupon the parties shall deem this Sublease to be null and void and of no effect (except for those provisions expressly stated herein to survive a termination), and in the case of (ii) remain after the Sublease will be deemed terminated in accordance with Section 16.5 of the Prime LeaseExpiration Date and damage from casualty excepted.

Sublease Term. The term of the this Sublease (the “Sublease Term”) commences on shall commence upon the later to occur of: (a) the date Sublandlord tenders possession of (1) Sublandlord’s receipt of Prime Landlord’s written consent to this Sublease, and (2) October 1, 2009 (“Sublease Commencement Date”); and expires on January 28, 2018 (“Sublease Expiration Date”; i.e., the day prior to the Termination Date pursuant to the Prime Lease). Sublandlord shall deliver the Subleased Premises “broom clean” and free of all of Sublandlord’s personal property to Subtenant, (other than b) the F&F (defined in Section 2(f))) and debris, but otherwise in “AS IS, WHERE IS” condition on the Sublease Commencement Date; provided that Subtenant shall not be responsible for, or required to remedy, any violation of any applicable law, or any condition or state of facts, with respect to the Subleased Premises, the Building or the Land existing on or prior to the Sublease Commencement Date. Sublandlord is not required to perform any work to prepare the Subleased Premises for Subtenant’s intended use. If (i) for any reason Sublandlord has not received Prime date Master Landlord’s written consent to this Sublease in form required by Section 15(i) below by the date which is sixty (60) days from the date hereofdelivered to Subtenant, or (iic) Prime Landlord elects to terminate February 3, 2016 (the Prime Lease in respect of “Commencement Date”). Notwithstanding the foregoing, Subtenant may enter upon the Subleased Premises pursuant prior to Prime the Commencement Date for the purpose of preparing the Subleased Premises for occupancy, provided that: (a) Sublandlord gives its prior written consent to such early occupancy, (b) Master Landlord’s recapture right written consent to this Sublease has been delivered to Subtenant, (c) Subtenant furnishes to Sublandlord evidence satisfactory to Sublandlord in advance that insurance coverages required of Subtenant under the provisions of Article 10 of the Master Lease are in effect (or, if consented to by Master Landlord, such other commercially reasonable amounts of insurance as Master Landlord permits Subtenant to carry under its direct-lease with Master Landlord for other premises at the Project, subject to Sublandlord’s reasonable approval), and (d) such entry shall be subject to all the terms and conditions of this Sublease and the Master Lease other than the payment of Rent (as defined below). Unless earlier terminated under any provision of the Master Lease or this Sublease, the Sublease Term shall continue until the last day of the month in which the twenty-four (24) month anniversary of the Commencement Date occurs (the “Expiration Date”). Within ten (10) days after the Commencement Date, Sublandlord shall deliver to Subtenant a notice of Sublease Term dates in the form set forth in Section 16.5 Exhibit B attached hereto, which notice Subtenant shall execute and return to Sublandlord within ten (10) days of the Prime Leasereceipt thereof. If Subtenant fails to execute and return a factually accurate notice within such ten-day period, then in the case of (i), then Sublandlord and Subtenant each may elect at any time thereafter to terminate this Sublease by written notice to the other, whereupon the parties shall deem this Sublease to be null and void and of no effect (except for those provisions expressly stated herein to survive a termination), and in the case of (ii) the Sublease will be deemed terminated in accordance with Section 16.5 of to have approved and confirmed the Prime Leasedates set forth therein.

Sublease Term. The term For purposes of the Sublease (“Sublease Term”) commences on the later to occur of (1) Sublandlord’s receipt of Prime Landlord’s written consent to this Sublease, and (2) October 1, 2009 (the “Sublease Commencement Date”” shall be the later of (i) the date on which Sublandlord delivers full and exclusive possession of the Subleased Premises to Subtenant in the Delivery Condition (as that term is hereinafter defined); and expires (ii) the date on January 28, 2018 (“Sublease Expiration Date”; i.e., the day prior to the Termination Date pursuant to which Subtenant receives a fully-executed copy of the Prime LeaseLandlord’s Consent (as that term is hereinafter defined). Sublandlord shall use commercially reasonable good faith efforts to deliver full and exclusive possession of the Subleased Premises “broom clean” to Subtenant in the Delivery Condition to Subtenant on November 1, 2019. If for any reason the Sublease Commencement Date has not occurred on or before November 10, 2019, Subtenant shall receive an abatement of Monthly Base Rent of one (1) day of Monthly Base Rent for each day in the period commencing on November 10, 2019 and free of all of Sublandlord’s personal property (other than the F&F (defined in Section 2(f))) and debris, but otherwise in “AS IS, WHERE IS” condition ending on the Sublease Commencement Date; provided that Subtenant shall not be responsible for, or required to remedy, Date (“Monthly Base Rent Abatement”). If for any violation of any applicable law, or any condition or state of facts, with respect to the Subleased Premises, the Building or the Land existing on or prior to reason the Sublease Commencement Date. Sublandlord is not required to perform any work to prepare the Subleased Premises for Subtenant’s intended use. If (i) for any reason Sublandlord Date has not received Prime Landlord’s written consent to this Sublease in form required occurred by Section 15(i) below by December 31, 2019, Subtenant shall have the date which is sixty (60) days from the date hereof, or (ii) Prime Landlord elects to terminate the Prime Lease in respect of the Subleased Premises pursuant to Prime Landlord’s recapture right set forth in Section 16.5 of the Prime Lease, then in the case of (i), then Sublandlord and Subtenant each may elect at any time thereafter to terminate this Sublease by written notice to the otherSublandlord, whereupon all letters of credit and other amounts paid by Subtenant hereunder shall be forthwith returned to Subtenant and this Sublease shall be void without recourse to the parties shall deem hereto. The term of this Sublease to be null and void and of no effect (except for those provisions expressly stated herein to survive a termination)the “Sublease Term”) shall commence on the Sublease Commencement Date, and in end on the case earlier of (i) July 31, 2022 or (ii) the Sublease will be deemed terminated in accordance with Section 16.5 termination of the Prime LeaseLease (the “Sublease Expiration Date”), unless sooner terminated as a result of a Sublease Default (as that term is hereinafter defined) in accordance herewith.

Sublease Term. The term of the this Sublease (“"Sublease Term”") commences shall be for a period of one hundred twenty-two (122) months, subject to extension pursuant to the terms of Paragraph 4.2 below, commencing on the later to occur of (1) Sublandlord’s receipt of Prime Landlord’s written consent to this Sublease, and (2) October November 1, 2009 1987 (“Sublease "Commencement Date”); ") and expires ending on January 28December 31, 2018 (“1997. With respect to the initial Sublease Expiration Date”; i.e.Term, Sublessee acknowledges that pursuant to Paragraph 2 of the Master Lease, the day initial term of the Master Lease terminates on December 31, 1992. Thereafter, Sublessor has the right and option under said Paragraph 2 to renew the Master Lease for three (3) additional five (5) year terms commencing automatically as of the expiration of the initial or any extended term, upon giving Lessor written notice of exercise of Sublessor's option to renew at least one hundred eighty (180) days prior to the Termination Date pursuant expiration of the initial or any extended term. Subject to all other provisions of the Prime Lease). Sublandlord shall deliver Master Lease which may cause the Subleased Premises “broom clean” and free early termination of all of Sublandlord’s personal property the Master Lease (other than as a result of Sublessor's default thereunder or a surrender thereof by Sublessor), Sublessor shall, no later than May 1, 1992, exercise its first option to extend the F&F (defined Master Lease term to December 31, 1997. Sublessor appoints Sublessee as its special attorney-in-fact solely for the purpose of exercising Sublessor's first option to extend the Master Lease term to December 31, 1997, and Sublessee shall have the nonexclusive right to exercise such option in Section 2(f))) Sublessor's name, if and debrisonly if Sublessor has not provided Sublessee with written evidence of its exercise of said first option by May 1, but otherwise in “AS IS1992. Accordingly, WHERE IS” condition on the Sublease Commencement Date; provided that Subtenant Sublessor shall not be responsible for, or required liable to remedy, any violation of any applicable law, or any condition or state of facts, with respect Sublessee for Sublessor's failure to exercise said option. Each party shall deliver to the Subleased Premisesother a copy of its exercise notice concurrently with its delivery of the same to Lessor. The foregoing notwithstanding, if an Event of Default exists at any time either party desires or is required ;c exercise the first option to extend the Master Lease 'term to December 31, 1997, then at sum time Sublessor shall not obligated to exercise its first option to extend the Master Lease term for Sublessee's benefit nor shall Sublessee have any right to exercise said option in Sublessor's name as special attorney-in-fact for Sublessor. If, for any reason, the Building or the Land existing on or prior Master Lease term is not extended (other than due to the Sublease Commencement Date. Sublandlord is not required refusal of Lessor to perform any work to prepare honor or accept the Subleased Premises for Subtenant’s intended use. If (i) for any reason Sublandlord has not received Prime Landlord’s written consent to this Sublease in form required by Section 15(i) below by the date which is sixty (60) days from the date hereof, or (ii) Prime Landlord elects to terminate the Prime Lease in respect exercise of the Subleased Premises pursuant option to Prime Landlord’s recapture right set forth in Section 16.5 of extend the Prime Master Lease, then in the case except where due to an Event of (iDefault), then Sublandlord and Subtenant each may elect at any time thereafter to terminate this Sublease by written notice to the othershall terminate on December 31, whereupon the parties shall deem this Sublease to be null and void and of no effect (except for those provisions expressly stated herein to survive a termination), and in the case of (ii) the Sublease will be deemed terminated in accordance with Section 16.5 of the Prime Lease1992.

Sublease Term. The term of the this Sublease (the “Sublease Term”) commences on shall commence upon the later to occur of of: (1a) Sublandlord’s receipt of Prime Landlord’s written consent to this Subleasethe Landlord Consent (as defined in Section 34), and (2b) October 1July 15, 2009 2019 (the “Sublease Commencement Date”); . Notwithstanding the foregoing, Sublandlord and expires on January 28Subtenant agree that Subtenant shall not occupy or commence operations at the Subleased Premises prior to July 29, 2018 2019 (the “Operational Date”), however, Sublandlord agrees to (a) provide Subtenant with access to the Subleased Premises as of the Commencement Date for purposes of planning, information technology, move logistics and other reasonable needs for other planning access after the Commencement Date but prior to the Operational Date provided that Subtenant complies with Sublandlord’s reasonable security requirements during such period and (b) deliver the Premises to Subtenant in the condition required under this Sublease as of the Operational Date and fully vacate the premises prior to July 26, 2019, except as provided herein below with respect to Information Technology facilities, upon which date Subtenant will commence its move into the Subleased Premises. Additionally, Subtenant and Sublandlord agree that Subtenant and Sublandlord will securely share the existing Information Technology facilities within the Premises until Sublandlord can fully relocate its existing Information Technology infrastructure elsewhere in the Building, which Sublandlord will make best efforts to complete by September 1, 2019 and will complete no later than October 31, 2019, and during which time Subtenant shall not make any alterations, additions or improvements to such Information Technology facilities without prior written consent. Subtenant and Sublandlord further agree that Sublandlord shall permit Subtenant the use of Sublandlord’s existing CenturyLink internet circuit until Subtenant’s circuits are fully operational, and in return for such access Subtenant shall compensate Sublandlord in the amount of $1,600 per month during the period of access. Unless earlier terminated under any provision of the Master Lease or this Sublease, the Sublease Term shall continue until June 30, 2022 (the “Expiration Date”; i.e., the day prior to the Termination Date pursuant to the Prime Lease). Sublandlord shall deliver the Subleased Premises “broom clean” and free of all of Sublandlord’s personal property (other than the F&F (defined in Section 2(f))) and debris, but otherwise in “AS IS, WHERE IS” condition on the Sublease Commencement Date; provided that Subtenant shall not be responsible for, or required to remedy, any violation of any applicable law, or any condition or state of facts, with respect to the Subleased Premises, the Building or the Land existing on or prior to the Sublease Commencement Date. Sublandlord is not required to perform any work to prepare the Subleased Premises for Subtenant’s intended use. If (i) for any reason Sublandlord has not received Prime Landlord’s written consent to this Sublease in form required by Section 15(i) below by the date which is sixty (60) days from the date hereof, or (ii) Prime Landlord elects to terminate the Prime Lease in respect possession of the Subleased Premises pursuant to Prime LandlordSubtenant, subject to the sentence above concerning access following the Commencement Date but prior to the Operational Date, upon the occurrence of all of the following: (a) Sublandlord’s recapture right set forth receipt of the Landlord Consent, (b) Sublandlord’s receipt of the Security Deposit (as defined in Section 16.5 of the Prime Lease, then in the case of (i), then Sublandlord and Subtenant each may elect at any time thereafter to terminate this Sublease by written notice to the other, whereupon the parties shall deem this Sublease to be null and void and of no effect (except for those provisions expressly stated herein to survive a termination7), and in (c) Sublandlord’s receipt of evidence that Subtenant carries the case of (ii) insurance required by the Sublease will be deemed terminated in accordance with Section 16.5 of the Prime LeaseMaster Lease and this Sublease.

Sublease Term. The Sublessor hereby subleases the Premises to Sublessee for a period of approximately three (3) years commencing Sept. 22, 1997 and terminating on the Sublessor’s initial lease termination date of August 31, 2000. Sublessee may extend this Sublease for one (1) additional term of three (3) years (the Sublease (“Sublease Renewal Term”) commences on pursuant to the later to occur provisions of (this Section 1) Sublandlord’s receipt of Prime Landlord’s . Sublessee shall give Sublessor written consent to this Sublease, and (2) October 1, 2009 notice (“Sublessee’s Notice”) of its desire to extend to Sublease Commencement Date”); at least one hundred and expires on January 28, 2018 eighty (“Sublease Expiration Date”; i.e., the day 180) days prior to the Termination Date pursuant to expiration of the Prime Lease). Sublandlord shall deliver the Subleased Premises “broom clean” and free of all of Sublandlord’s personal property (other than the F&F (defined original term, provided Sublessee is not in Section 2(f))) and debris, but otherwise default beyond any applicable cure period set forth in “AS IS, WHERE IS” condition this Sublease on the Sublease Commencement Date; provided that Subtenant shall not be responsible for, or required to remedy, any violation date of any applicable law, or any condition or state of facts, with respect to the Subleased Premises, the Building or the Land existing on or prior to the Sublease Commencement Datesuch notice. Sublandlord is not required to perform any work to prepare the Subleased Premises for Subtenant’s intended use. If (i) for any reason Sublandlord has not received Prime Landlord’s written consent to this Sublease in form required by Section 15(i) below by the date which is sixty (60) Within 30 days from the date hereof, or (ii) Prime Landlord elects to terminate the Prime Lease in respect receipt of the Subleased Premises pursuant to Prime LandlordSublessee’s recapture right set forth in Section 16.5 Notice, Sublessor shall give Sublessee written (“Sublessor’s Notice”) of the Prime amount of the increase, if any, as determined by the Landlord under paragraph 36A of the Lease, then in to the case Base Rent as defined herein for such Renewal Term. Any such increase shall represent Sublessor’s increased costs under the Lease associated with the Premises. Within 10 days from the receipt of (i)Sublessor’s Notice, then Sublandlord Sublessee shall give Sublessor written notice of its intention to extend the Sublease. In the event Sublessee does not respond within 10 days to Sublessor’s Notice, the Sublease shall extend on the terms of the Sublessor’s Notice. Such Renewal Term shall be upon all of the terms and Subtenant each may elect at any time thereafter to terminate conditions hereof. The parties agree that this Sublease by written notice to shall terminate upon the othertermination of the Lease, whereupon for whatever reason. As used herein, the parties shall deem “Term” of this Sublease to be null shall include the original term and void and of no effect (except for those provisions expressly stated herein to survive a termination), and in the case of (ii) the Sublease will be deemed terminated in accordance with Section 16.5 of the Prime Leaseany Renewal Term.

Sublease Term. The term of the this Sublease (the “Sublease Term”) commences will commence (the “Commencement Date”) on the earlier to occur of: (i) April 1, 2006, and (ii) the date of Subtenant’s occupancy of the Premises for the conduct of Subtenant’s business (as opposed to “Possession” as described below). The foregoing notwithstanding, the Commencement Date shall not occur prior to the later to occur of: (A) substantial completion of the Sublandlord Improvements (1defined herein); (B) Sublandlord’s receipt of Prime Master Landlord’s written consent to this Sublease, ; and (2C) October February 1, 2009 2006. For purposes of determining the Commencement Date, the “date that the Sublandlord Improvements are substantially complete” shall be deemed the date on which Sublandlord provides written notice to Subtenant of substantial completion of the Sublandlord Improvements, or the date the Sublandlord Improvements would have been completed but for any Subtenant Delays (as defined below). As used herein, a “Subtenant Delay” shall mean actual delays caused by Subtenant’s interference with Sublandlord’s completion of the Sublandlord Improvements as documented by Sublandlord’s contractor including, but not limited to, interference resulting from Subtenant’s early occupancy of the Sublease Premises. The Sublease Term will expire at 11:59pm on November 30, 2011 (“Sublease Commencement Expiration Date”); and expires on January 28, 2018 unless sooner terminated in accordance with the provisions of this Sublease. Possession of the Sublease Premises (“Sublease Expiration DatePossession”; i.e.) will be delivered to Subtenant no later than March 15, the day prior to the Termination Date pursuant to the Prime Lease). Sublandlord shall deliver the Subleased Premises “broom clean” and free of all of Sublandlord’s personal property (other than the F&F (defined in Section 2(f))) and debris, but otherwise in “AS IS, WHERE IS” condition on the Sublease Commencement Date; provided that Subtenant shall not be responsible for, or required to remedy, any violation of any applicable law, or any condition or state of facts, with respect to the Subleased Premises, the Building or the Land existing on or prior to the Sublease Commencement Date. Sublandlord is not required to perform any work to prepare the Subleased Premises for Subtenant’s intended use2006. If (i) for any reason Sublandlord does not deliver Possession to Subtenant on or before Xxxxx 00, 0000, Xxxxxxxxxxx will not be subject to any liability for this failure, the Expiration Date will not be extended by the delay, and the validity of this Sublease will not be impaired. Rent will be abated after the Commencement Date by one day for each day of delay after March 15, 2006 that Possession is delayed (such abatement to be in addition to any abatement due Subtenant under Section 5(d) below. However, Rent will not be abated for any day of delay that is caused by Subtenant Delay. Notwithstanding anything to the contrary herein, if Sublandlord has not received Prime Landlorddelivered Possession to Subtenant on or before May 1, 2006, plus any noticed days of Subtenant Delay, Subtenant may give written notice to Sublandlord of Subtenant’s written consent intention to cancel this Sublease in form required by Section 15(i(the “Termination Notice”) below by the date which is sixty (60) days from the date hereof, or (ii) Prime Landlord elects to terminate the Prime Lease in respect of the Subleased Premises pursuant to Prime Landlord’s recapture right set forth in Section 16.5 of the Prime Lease, then in the case of (i), then Sublandlord and Subtenant each may elect at any time thereafter and before Possession is delivered to terminate Subtenant. The Termination Notice will set forth an effective date for the cancellation (the “Cancellation Date”), which date shall be at least ten (10) days after delivery of the Termination Notice to Sublandlord. If Sublandlord delivers Possession to Subtenant on or before the Cancellation Date, this Sublease will remain in full force and effect. If Sublandlord fails to deliver Possession to Subtenant on or before the Cancellation Date, this Sublease will be canceled. Within ten (10) business days following the Cancellation Date, all consideration previously paid by written notice Subtenant to the otherSublandlord on account of this Sublease will be returned to Subtenant, whereupon this Sublease will have no further force or effect, Sublandlord will have no further liability to Subtenant because of this delay or cancellation and all obligations of the parties shall deem to each other under this Sublease to Agreement shall cease except as may be null and void and of no effect (except for those provisions expressly stated specifically identified herein to survive a termination). Cornerstone OnDemand Sublease January 31, and in the case of (ii) the Sublease will be deemed terminated in accordance with Section 16.5 of the Prime Lease.2006

Sublease Term. The Sublandlord has retained Environmental and Occupational Risk Management, Inc. (“EORM”) to prepare a Phase I Environmental Site Assessment for Building 170 (the “Phase I”). This Sublease shall be for a term of (the Sublease (“Sublease Term”) commences commencing on the later to occur of (A) the later of (i) November 1) Sublandlord’s receipt of Prime Landlord’s written consent to this Sublease, 2011, and (2ii) October 1receipt of the fully-executed Master Landlord’s Consent (in either case, 2009 the “Target Start Date”) and (B) unless waived in whole or in part by Subtenant, the date upon which (i) Sublandlord and Subtenant have received the Phase I, in form and substance satisfactory to Subtenant in its commercially reasonable discretion, and any governmental sign-off necessary to permit Subtenant to occupy the Subleased Premises and conduct its business therein, if any, and (ii) Sublandlord has delivered the Subleased Premises to Subtenant in the required condition, and ending on April 30, 2017, unless terminated earlier in accordance with the terms of this Sublease (as applicable, the “Sublease Commencement End Date”); and expires on January 28provided, 2018 (“however, than in no event shall the Sublease Expiration Date”; i.e.Term extend beyond the term of the Master Lease, the day prior to the Termination Date pursuant to the Prime Lease)as set forth therein. Sublandlord shall deliver the Subleased Premises “broom clean” and free of all of Upon Sublandlord’s personal property (other than the F&F (defined in Section 2(f))) and debris, but otherwise in “AS IS, WHERE IS” condition on the Sublease Commencement Date; provided that Subtenant shall not be responsible for, or required to remedy, any violation of any applicable law, or any condition or state of facts, with respect to the Subleased Premises, the Building or the Land existing on or prior to the Sublease Commencement Date. Sublandlord is not required to perform any work to prepare the Subleased Premises for Subtenant’s intended use. If (i) for any reason Sublandlord has not received Prime Landlord’s written consent to this Sublease in form required by Section 15(i) below by the date which is sixty (60) days from the date hereof, or (ii) Prime Landlord elects to terminate the Prime Lease in respect delivery of the Subleased Premises pursuant to Prime Landlord’s recapture right set forth in Section 16.5 of the Prime LeaseSubtenant, then in the case of (i), then Sublandlord and Subtenant shall complete and execute the Delivery Agreement attached hereto as Exhibit B, confirming the Start Date and scheduled End Date. If the Start Date does not occur by January 1, 2012, for any reason other than a delay caused by Subtenant, then Base Rent (defined below) shall be abated one additional day after the Start Date occurs for each may elect such day of delay or, at any time thereafter to terminate Subtenant’s election, this Sublease shall terminate and Sublandlord shall return to Subtenant all amounts paid by written notice to the other, whereupon the parties shall deem this Sublease to be null and void and of no effect (except for those provisions expressly stated herein to survive a termination), and in the case of (ii) the Sublease will be deemed terminated in accordance with Section 16.5 of the Prime LeaseSubtenant hereunder.

Sublease Term. The Subject to Section 9 below, the term of the this Sublease (the “Sublease Term”) commences shall commence on the later to occur of (i) the date that is one (1) Sublandlord’s receipt Business Day following the date Sublandlord delivers possession of Prime Landlord’s written consent to this Sublease, and (2) October 1, 2009 (“Sublease Commencement Date”); and expires on January 28, 2018 (“Sublease Expiration Date”; i.e., the day prior to the Termination Date pursuant to the Prime Lease). Sublandlord shall deliver the Subleased Premises “broom clean” and free of all of Sublandlord’s personal property to Subtenant in the Delivery Condition (other than the F&F (defined in Section 2(f))as hereinafter defined) and debris, but otherwise in “AS IS, WHERE IS” condition on the Sublease Commencement Date; provided that delivers written notice of such delivery to Subtenant shall not (which notice may be responsible for, or required by email to remedy, any violation of any applicable law, or any condition or state of facts, with respect to the Subleased Premises, the Building or the Land existing on or prior to the Sublease Commencement Date. Sublandlord is not required to perform any work to prepare the Subleased Premises for Subtenant’s intended use. If (i) for any reason Sublandlord has not received Prime Landlord’s written consent to this Sublease in form required by Section 15(i) below by the date which is sixty (60) days from the date hereof[***]), or (ii) Prime Landlord elects January 1, 2024 (the “Commencement Date”) and shall end on June 30, 2028 (the “Expiration Date”), unless sooner terminated pursuant to terminate any provision of this Sublease or the Prime Lease Master Lease. Notwithstanding the foregoing, if Subtenant commences business in respect the Subleased Premises during the early access period pursuant to Section 2.2 below, then the Commencement Date shall be deemed to have occurred (but in no event shall such Commencement Date occur prior to [***]). Notwithstanding the foregoing, if, during the Sublease Term, Subtenant subleases the Retained Premises, then the Expiration Date shall be automatically revised to June 29, 2028. Subtenant shall have no option to extend this Sublease and Sublandlord shall have no obligation to Subtenant to exercise any of its options to extend or other options under the Master Lease. Sublandlord shall use reasonable efforts to deliver possession of the Subleased Premises pursuant to Prime Landlord’s recapture right Subtenant in the Delivery Condition by [***] (the “Target Commencement Date”). In the event Sublandlord is unable to deliver possession of the Subleased Premises on or before the Target Commencement Date, Sublandlord shall not be liable for any damage caused thereby, nor shall this Sublease be void or voidable, nor shall the Sublease Term be extended, but the Term shall not commence and Subtenant shall not be liable for any obligations under this Sublease until the date on which Sublandlord delivers possession of the Subleased Premises to Subtenant in the Delivery Condition except as set forth in Section 16.5 2.2. Notwithstanding the foregoing, if as of the Prime Leasedate that Sublandlord would otherwise deliver possession of the Subleased Premises to Subtenant as described above, then in Subtenant has not delivered to Sublandlord (a) the case Letter of Credit pursuant to the provisions of Section 4 below, (ib) the prepaid Base Rent pursuant to the provisions of Section 3 below, and (c) evidence of Subtenant’s procurement of all insurance coverage required hereunder (collectively, the “Deliverables”), then Sublandlord will have no obligation to deliver possession of the Subleased Premises to Subtenant until such Deliverables are submitted, but the failure on the part of Sublandlord to so deliver possession of the Subleased Premises to Subtenant in such event will not serve to delay the occurrence of the Commencement Date and the commencement of Subtenant’s obligations under this Sublease. During the Term, Subtenant shall have exclusive use of the Patio constructed by Sublandlord pursuant to the Master Lease. Sublandlord shall deliver possession of the Subleased Premises to Subtenant vacant, broom clean, free of all Hazardous Materials (exclusive of any pre-existing conditions affecting the Property as of the commencement date of the Master Lease that are Master Xxxxxxxx’s obligation under the Master Lease to remove or remediate), free and clear of all personal property (exclusive of the FF&E, as hereinafter defined) and branding of Sublandlord in the interior of the Subleased Premises, in compliance with all applicable laws to the extent such compliance is Sublandlord’s obligation under the Master Lease, with all Building systems serving the Subleased Premises in good working order and condition and with the Sublandlord’s Work (as hereinafter defined) substantially completed (the “Delivery Condition”). If the Commencement Date has not occurred by [***] (the “Outside Delivery Date”), Subtenant shall be entitled to a rental credit equal to one (1) day of Base Rent for each may elect at any time thereafter day beyond the Outside Delivery Date until the Commencement Date occurs and if the Commencement Date has not occurred by [***] (the “Final Outside Delivery Date”), then Subtenant shall have the right to terminate this Sublease by delivery of written notice of such election to Sublandlord prior to delivery of the other, whereupon the parties shall deem Subleased Premises. If Subtenant terminates this Sublease pursuant to be null and void and this Section 2.1, then Subtenant shall return the Sublandlord Letter of no effect (except for those provisions expressly stated herein Credit to survive a Sublandlord within [***] of such termination), and in Sublandlord shall return the case Subtenant Letter of (ii) the Sublease will Credit to Subtenant within [***] of such termination. The Outside Delivery Date and Final Outside Delivery Date shall each be deemed terminated in accordance with Section 16.5 of the Prime Leaseextended for any actual delays documented to have been caused by Subtenant or any Subtenant Party and/or any force majeure.

Sublease Term. The term Sublessor hereby subleases the Premises to Sublessee for a -------------- period of the Sublease approximately three (“Sublease Term”3) commences years commencing Sept 22, 1997 and terminating on the later to occur Sublessor's initial lease termination date of August 31, 2000. Sublessee may extend this Sublease for one (1) Sublandlord’s receipt additional term of Prime Landlord’s three (3) years (the "Renewal Term") pursuant to the provisions of this Section 1. Sublessee shall give Sublessor written consent notice ("Sublessee's Notice") of its desire to this Sublease, extend to Sublease at least one hundred and eighty (2180) October 1, 2009 (“Sublease Commencement Date”); and expires on January 28, 2018 (“Sublease Expiration Date”; i.e., the day days prior to the Termination Date pursuant to expiration of the Prime Lease). Sublandlord shall deliver the Subleased Premises “broom clean” and free of all of Sublandlord’s personal property (other than the F&F (defined original term, provided Sublessee is not in Section 2(f))) and debris, but otherwise default beyond any applicable cure period set forth in “AS IS, WHERE IS” condition this Sublease on the Sublease Commencement Date; provided that Subtenant shall not be responsible for, or required to remedy, any violation date of any applicable law, or any condition or state of facts, with respect to the Subleased Premises, the Building or the Land existing on or prior to the Sublease Commencement Datesuch notice. Sublandlord is not required to perform any work to prepare the Subleased Premises for Subtenant’s intended use. If (i) for any reason Sublandlord has not received Prime Landlord’s written consent to this Sublease in form required by Section 15(i) below by the date which is sixty (60) Within 30 days from the date hereof, or (ii) Prime Landlord elects to terminate the Prime Lease in respect receipt of the Subleased Premises pursuant to Prime Landlord’s recapture right set forth in Section 16.5 Sublessee's Notice, Sublessor shall give Sublessee written ("Sublessor's Notice") of the Prime amount of the increase, if any, as determined by the Landlord under paragraph 36A of the Lease, then in to the case base Rent as defined herein for such Renewal Term. Any such increase shall represent Sublessor's increased costs under the Lease associated with the Premises. Within 10 days from the receipt of (i)Sublessor's Notice, then Sublandlord Sublessee shall give Sublessor written notice of its intention to extend the Sublease. In the event Sublessee does not respond within 10 days to Sublessor's Notice, the Sublease shall extend on the terms of the Sublessor's Notice. Such Renewal Term shall be upon all of the terms and Subtenant each may elect at any time thereafter to terminate conditions hereof. The parties agree that this Sublease by written notice to shall terminate upon the othertermination of the Lease, whereupon for whatever reason. As used herein, the parties shall deem "Term" of this Sublease to be null shall include the original term and void and of no effect (except for those provisions expressly stated herein to survive a termination), and in the case of (ii) the Sublease will be deemed terminated in accordance with Section 16.5 of the Prime Leaseany Renewal Term.

Sublease Term. Sublessor shall deliver possession of the Sublet Premises to Sublessee on or before December 15, 2009 (the “Delivery Date”). Sublessee shall be permitted to begin construction of its improvements and installation of its furniture, fixtures and equipment after the Delivery Date. The term of the this Sublease (the “Sublease Term”) commences shall commence on the later to occur of (1) Sublandlord’s receipt of Prime Landlord’s written consent to this Sublease, and (2) October May 1, 2009 2010 (“Sublease Commencement Date”); , assuming Sublessor has received both the consent of the Prime Lessor to this Sublease and expires the Letter of Credit (hereinafter defined) and shall end on January 28September 30, 2018 (the “Sublease Expiration Date”). Rent shall commence on May 1, 2011 (the “Rent Commencement Date”). Sublessor shall not be liable to Sublessee for any loss or damage incurred by Sublessee if Sublessor does not deliver possession of the Sublet Premises to Sublessee on the Delivery Date; i.e.provided, however, that if Sublessor does not, for any reason, deliver possession of the Sublet Premises to Sublessee by the anticipated Delivery Date, then (a) Sublessee shall not be subject to any liability therefor, nor shall such failure affect the validity of this Sublease, or the obligations of Sublessee hereunder, or extend the Sublease Term, but in such case, Sublessee shall, except as otherwise provided herein be entitled to a one (1) day prior postponement, without payment of Fixed or Additional Rent during such period, of the Rent Commencement Date for each day of delay in delivery of the Sublet Premises until Sublessor delivers possession of the Sublet Premises to Sublessee. Notwithstanding anything in this Sublease to the Termination Date pursuant to contrary, in the event the Prime Lease is terminated for any reason, this Sublease Agreement shall also terminate as of the date of termination of the Prime Lease). Sublandlord Sublessor shall deliver the Subleased Premises “broom clean” and free of all of Sublandlord’s personal property (other than the F&F (defined in Section 2(f))) and debris, but otherwise in “AS IS, WHERE IS” condition on the Sublease Commencement Date; provided that Subtenant shall not be responsible for, or required have no liability to remedy, any violation of any applicable law, or any condition or state of facts, with respect Sublessee due to the Subleased Premises, the Building or the Land existing on or prior to the Sublease Commencement Date. Sublandlord is not required to perform any work to prepare the Subleased Premises for Subtenant’s intended use. If (i) for any reason Sublandlord has not received Prime Landlord’s written consent to termination of this Sublease in form required by Section 15(i) below by the date which is sixty (60) days from the date hereof, or (ii) Prime Landlord elects to terminate the Prime Lease in respect Agreement as a result of the Subleased Premises pursuant to Prime Landlord’s recapture right set forth in Section 16.5 termination of the Prime Lease, then provided Sublessor is not in default of its obligation to pay rent as provided in the case of (i), then Sublandlord and Subtenant each may elect at any time thereafter to terminate this Sublease by written notice to the other, whereupon the parties shall deem this Sublease to be null and void and of no effect (except for those provisions expressly stated herein to survive Prime Lease or does not otherwise cause a termination), and default which results in the case of (ii) the Sublease will be deemed terminated in accordance with Section 16.5 termination of the Prime Lease. Notwithstanding anything contained in the Prime Lease or this Sublease to the contrary, Sublessee shall have no right or option to extend the term of this Sublease beyond the expiration or sooner termination of the Sublease Term.

Sublease Term. Unless sooner terminated as provided for herein, this Sublease is for the term (the "Sublease Term") commencing upon the date that Sublandlord delivers the Subleased Premises to Subtenant pursuant to Section 8.1 below (the "Sublease Commencement Date"), which Sublease Commencement Date is anticipated to be between February 15, 2000 and March 1, 2000. The term of the this Sublease shall expire on October 25, 2006 (“Sublease Term”) commences on the later to occur of (1) Sublandlord’s receipt of Prime Landlord’s written consent to this Sublease, and (2) October 1, 2009 (“Sublease Commencement Date”); and expires on January 28, 2018 (“"Sublease Expiration Date”; i.e., the day prior to the Termination Date pursuant to the Prime Lease"). Sublandlord shall deliver the Subleased Premises “broom clean” and free of all of Sublandlord’s personal property (other than the F&F (defined in Section 2(f))) and debris, but otherwise in “AS IS, WHERE IS” condition on Following the Sublease Commencement Date; provided that , Sublandlord may, at its option, deliver to Subtenant a Memorandum of Sublease Commencement Date in the form attached hereto as Exhibit B which shall confirm the Sublease Commencement Date and Subtenant shall execute and deliver such memorandum to Sublandlord within five (5) business days following receipt thereof. Notwithstanding anything to the contrary set forth in this Sublease or in the Master Lease, Sublandlord shall not be subject to any liability in the event Sublandlord fails to tender possession of the Subleased Premises to Subtenant hereunder, nor shall Sublandlord be liable for any damage or injury resulting from delay incident to failure to tender possession of the Subleased Premises to Subtenant in a timely manner, but in such case Subtenant shall not be responsible for, or required obligated to remedy, any violation of any applicable law, or any condition or state of facts, with respect to the Subleased Premises, the Building or the Land existing on or prior to the Sublease Commencement Date. Sublandlord is not required to perform any work to prepare the Subleased Premises for Subtenant’s intended use. If (i) for any reason Sublandlord has not received Prime Landlord’s written consent to this Sublease in form required by Section 15(i) below by the date which is sixty (60) days from the date hereof, or (ii) Prime Landlord elects to terminate the Prime Lease in respect pay rent until possession of the Subleased Premises pursuant is tendered to Prime Landlord’s recapture right Subtenant. Notwithstanding anything to the contrary set forth in Section 16.5 of this Sublease, if the Prime LeaseSublease Commencement Date does not occur by April 1, then in 2000 (the case of (i"Outside Date"), then Sublandlord and Subtenant each Subtenant, as its sole remedy, may elect at any time thereafter to terminate this Sublease by giving Sublandlord written notice to the otherof termination on or before April 6, whereupon the parties shall deem 2000, and in such event, this Sublease to shall be deemed null and void and of no further force and effect (except for those provisions expressly stated herein and Sublandlord shall promptly refund any sums previously advanced by Subtenant under this Sublease and the parties hereto shall have no further responsibilities or obligations to survive a termination), and in the case of (ii) the Sublease will be deemed terminated in accordance each other with Section 16.5 of the Prime Leaserespect to this Sublease.